{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1050.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1050.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1050.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1050.2.html"}],"law_id":76074,"edition_id":1,"section_id":76074,"structure_id":14805,"section_number":"13.1-1050.2","catch_line":"Automatic cancellation of limited liability company existence","history":"2008, c. 108; 2010, c. 703; 2013, c. 17.","full_text":"A\n\nWhether or not the notice described in subsection B of § 13.1-1064 is mailed, if any limited liability company fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, the existence of the limited liability company shall be automatically canceled as of that day.B\n\nIf any limited liability company whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1017 fails to file a statement of change pursuant to § 13.1-1016 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited liability company of the impending cancellation of its existence. If the limited liability company fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited liability company shall be automatically canceled as of that day.C\n\nThe properties and affairs of a limited liability company whose existence has been canceled pursuant to this section shall pass automatically to its managers, or if the limited liability company is managed by its members, then to its members, or if the limited liability company has no managers or members, then to the holders of its interests, in each such case as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited liability company; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its members; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its members or interest holders according to their respective rights and interests.D\n\nNo member, manager or other agent of a limited liability company shall have any personal obligation for any liabilities of the limited liability company, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the limited liability company’s existence pursuant to this section.","order_by":null,"text":{"0":{"id":273020,"text":"Whether or not the notice described in subsection B of § 13.1-1064 is mailed, if any limited liability company fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, the existence of the limited liability company shall be automatically canceled as of that day.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":273021,"text":"If any limited liability company whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1017 fails to file a statement of change pursuant to § 13.1-1016 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited liability company of the impending cancellation of its existence. If the limited liability company fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited liability company shall be automatically canceled as of that day.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":273022,"text":"The properties and affairs of a limited liability company whose existence has been canceled pursuant to this section shall pass automatically to its managers, or if the limited liability company is managed by its members, then to its members, or if the limited liability company has no managers or members, then to the holders of its interests, in each such case as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited liability company; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its members; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its members or interest holders according to their respective rights and interests.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":273023,"text":"No member, manager or other agent of a limited liability company shall have any personal obligation for any liabilities of the limited liability company, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the limited liability company’s existence pursuant to this section.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":14805,"edition_id":1,"name":"Dissolution","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:50:03","date_modified":"2026-06-26 03:50:03","permalink":{"id":148951,"object_type":"structure","relational_id":14805,"identifier":"9","token":"13.1\/12\/9","url":"\/13.1\/12\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":78398,"structure_id":14805,"section_number":"13.1-1046","catch_line":"Dissolution; generally","url":"\/13.1-1046\/","token":"13.1\/12\/9\/13.1-1046","metadata":false},{"id":71676,"structure_id":14805,"section_number":"13.1-1047","catch_line":"Judicial dissolution","url":"\/13.1-1047\/","token":"13.1\/12\/9\/13.1-1047","metadata":false},{"id":75824,"structure_id":14805,"section_number":"13.1-1047.1","catch_line":"Waiver of cancellation","url":"\/13.1-1047.1\/","token":"13.1\/12\/9\/13.1-1047.1","metadata":false},{"id":69420,"structure_id":14805,"section_number":"13.1-1048","catch_line":"Winding up","url":"\/13.1-1048\/","token":"13.1\/12\/9\/13.1-1048","metadata":false},{"id":73505,"structure_id":14805,"section_number":"13.1-1049","catch_line":"Distribution of assets upon dissolution","url":"\/13.1-1049\/","token":"13.1\/12\/9\/13.1-1049","metadata":false},{"id":74836,"structure_id":14805,"section_number":"13.1-1049.1","catch_line":"Known claims against dissolved limited liability company","url":"\/13.1-1049.1\/","token":"13.1\/12\/9\/13.1-1049.1","metadata":false},{"id":71437,"structure_id":14805,"section_number":"13.1-1049.2","catch_line":"Other claims against dissolved limited liability company","url":"\/13.1-1049.2\/","token":"13.1\/12\/9\/13.1-1049.2","metadata":false},{"id":56631,"structure_id":14805,"section_number":"13.1-1049.3","catch_line":"Court proceedings","url":"\/13.1-1049.3\/","token":"13.1\/12\/9\/13.1-1049.3","metadata":false},{"id":74093,"structure_id":14805,"section_number":"13.1-1050","catch_line":"Articles of cancellation","url":"\/13.1-1050\/","token":"13.1\/12\/9\/13.1-1050","metadata":false},{"id":80078,"structure_id":14805,"section_number":"13.1-1050.1","catch_line":"Repealed","url":"\/13.1-1050.1\/","token":"13.1\/12\/9\/13.1-1050.1","metadata":false},{"id":76074,"structure_id":14805,"section_number":"13.1-1050.2","catch_line":"Automatic cancellation of limited liability company existence","url":"\/13.1-1050.2\/","token":"13.1\/12\/9\/13.1-1050.2","metadata":false},{"id":80731,"structure_id":14805,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","url":"\/13.1-1050.3\/","token":"13.1\/12\/9\/13.1-1050.3","metadata":false},{"id":63048,"structure_id":14805,"section_number":"13.1-1050.4","catch_line":"Reinstatement of a limited liability company that has ceased to exist","url":"\/13.1-1050.4\/","token":"13.1\/12\/9\/13.1-1050.4","metadata":false},{"id":83822,"structure_id":14805,"section_number":"13.1-1050.5","catch_line":"Survival of remedy after cancellation of existence","url":"\/13.1-1050.5\/","token":"13.1\/12\/9\/13.1-1050.5","metadata":false}],"previous_section":{"id":80078,"structure_id":14805,"section_number":"13.1-1050.1","catch_line":"Repealed","url":"\/13.1-1050.1\/","token":"13.1\/12\/9\/13.1-1050.1","metadata":false},"next_section":{"id":80731,"structure_id":14805,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","url":"\/13.1-1050.3\/","token":"13.1\/12\/9\/13.1-1050.3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1050.2\/","history_text":"

This law was first created in 2008. The record of its establishment is cataloged in chapter 108<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2010, chapter 703<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":78398,"section_number":"13.1-1046","catch_line":"Dissolution; generally","order_by":null,"url":"\/13.1-1046\/"},{"id":83120,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","order_by":null,"url":"\/13.1-1099.1\/"},{"id":55453,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","order_by":null,"url":"\/13.1-1099.11\/"}],"refers_to":[{"id":79624,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-1016\/"},{"id":62882,"section_number":"13.1-1017","catch_line":"Resignation of registered agent","order_by":null,"url":"\/13.1-1017\/"},{"id":78931,"section_number":"13.1-1064","catch_line":"Penalty for failure to timely pay annual registration fees","order_by":null,"url":"\/13.1-1064\/"}],"permalink":{"id":148993,"object_type":"law","relational_id":76074,"identifier":"13.1-1050.2","token":"13.1\/12\/9\/13.1-1050.2","url":"\/13.1-1050.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1050.2\/","token":"13.1\/12\/9\/13.1-1050.2","dublin_core":{"Title":"Automatic cancellation of limited liability company existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1050.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whether or not the notice described in subsection B of § 13.1-1064<\/a> is mailed, if any limited liability company<\/span> fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, the existence of the limited liability company<\/span> shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If any limited liability company<\/span> whose registered agent has filed with the Commission<\/span> a statement of resignation pursuant to § 13.1-1017<\/a> fails to file a statement of change pursuant to § 13.1-1016<\/a> within 31 days after the date on which the statement of resignation was filed, the Commission<\/span> shall mail notice to the limited liability company<\/span> of the impending cancellation of its existence. If the limited liability company<\/span> fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited liability company<\/span> shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The properties and affairs of a limited liability company<\/span> whose existence has been canceled pursuant to this section shall pass automatically to its managers<\/span><\/span>, or if the limited liability company<\/span> is managed by its members<\/span>, then to its members<\/span>, or if the limited liability company<\/span> has no managers<\/span><\/span> or members<\/span>, then to the holders of its interests<\/span>, in each such case as trustees in liquidation<\/span>. The trustees shall then proceed to (i) collect the assets<\/span> of the limited liability company<\/span>; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its members<\/span>; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets<\/span>, either in cash or in kind, among its members<\/span> or interest<\/span> holders according to their respective rights and interests<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No member<\/span>, manager<\/span> or other agent of a limited liability company<\/span> shall have any personal obligation for any liabilities of the limited liability company<\/span>, whether such liabilities arise in contract<\/span>, tort<\/span>, or otherwise, solely by reason of the cancellation of the limited liability company<\/span>’s existence pursuant to this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTOMATIC CANCELLATION OF LIMITED LIABILITY COMPANY EXISTENCE (\u00a7 13.1-1050.2)\n\nA. Whether or not the notice described in subsection B of § 13.1-1064 is\nmailed, if any limited liability company fails to pay its annual registration\nfee on or before the last day of the third month immediately following its\nannual registration fee due date each year, the existence of the limited\nliability company shall be automatically canceled as of that day.\n\nB. If any limited liability company whose registered agent has filed with the\nCommission a statement of resignation pursuant to § 13.1-1017 fails to file\na statement of change pursuant to § 13.1-1016 within 31 days after the date\non which the statement of resignation was filed, the Commission shall mail\nnotice to the limited liability company of the impending cancellation of its\nexistence. If the limited liability company fails to file the statement of\nchange on or before the last day of the second month immediately following the\nmonth in which the impending cancellation notice was mailed, the existence of\nthe limited liability company shall be automatically canceled as of that day.\n\nC. The properties and affairs of a limited liability company whose existence has\nbeen canceled pursuant to this section shall pass automatically to its managers,\nor if the limited liability company is managed by its members, then to its\nmembers, or if the limited liability company has no managers or members, then to\nthe holders of its interests, in each such case as trustees in liquidation. The\ntrustees shall then proceed to (i) collect the assets of the limited liability\ncompany; (ii) sell, convey, and dispose of such of its properties as are not to\nbe distributed in kind to its members; (iii) pay, satisfy, and discharge its\nliabilities and obligations; and (iv) do all other acts required to liquidate\nits business and affairs. After paying or adequately providing for the payment\nof all its obligations, the trustees shall distribute the remainder of its\nassets, either in cash or in kind, among its members or interest holders\naccording to their respective rights and interests.\n\nD. No member, manager or other agent of a limited liability company shall have\nany personal obligation for any liabilities of the limited liability company,\nwhether such liabilities arise in contract, tort, or otherwise, solely by reason\nof the cancellation of the limited liability company’s existence pursuant\nto this section.\n\nHISTORY: 2008, c. 108; 2010, c. 703; 2013, c. 17.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}