{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1050.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1050.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1050.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1050.3.html"}],"law_id":80731,"edition_id":1,"section_id":80731,"structure_id":14805,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","history":"2008, c. 108; 2009, c. 167.","full_text":"A\n\nThe existence of a limited liability company may be canceled involuntarily by order of the Commission when it finds that the limited liability company has:1\n\nContinued to exceed or abuse the authority conferred upon it by law;2\n\nFailed to maintain a registered office or a registered agent in the Commonwealth as required by law;3\n\nFailed to file any document required by this chapter to be filed with the Commission; or4\n\nBeen convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its members or managers constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.B\n\nBefore entering any such order, the Commission shall issue a rule against the limited liability company giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.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\nAny limited liability company convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A limited liability company whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.","order_by":null,"text":{"0":{"id":289390,"text":"The existence of a limited liability company may be canceled involuntarily by order of the Commission when it finds that the limited liability company has:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":289391,"text":"Continued to exceed or abuse the authority conferred upon it by law;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":289392,"text":"Failed to maintain a registered office or a registered agent in the Commonwealth as required by law;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":289393,"text":"Failed to file any document required by this chapter to be filed with the Commission; or","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":289394,"text":"Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its members or managers constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":289395,"text":"Before entering any such order, the Commission shall issue a rule against the limited liability company giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":289396,"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"},"7":{"id":289397,"text":"Any limited liability company convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A limited liability company whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1050.3\/","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 1 time. 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. That modification is as follows: in 2009, chapter 167<\/a>.<\/p>","references":[{"id":78398,"section_number":"13.1-1046","catch_line":"Dissolution; generally","order_by":null,"url":"\/13.1-1046\/"},{"id":63048,"section_number":"13.1-1050.4","catch_line":"Reinstatement of a limited liability company that has ceased to exist","order_by":null,"url":"\/13.1-1050.4\/"},{"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":false,"permalink":{"id":148997,"object_type":"law","relational_id":80731,"identifier":"13.1-1050.3","token":"13.1\/12\/9\/13.1-1050.3","url":"\/13.1-1050.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1050.3\/","token":"13.1\/12\/9\/13.1-1050.3","dublin_core":{"Title":"Involuntary cancellation of limited liability company existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1050.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The existence of a limited liability company<\/span> may be canceled involuntarily by order<\/span> of the Commission<\/span> when it finds that the limited liability company<\/span> has: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Continued to exceed or abuse the authority conferred upon it by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Failed to maintain a registered office or a registered agent in the Commonwealth as required by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Failed to file any document required by this chapter to be filed with the Commission<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its members<\/span> or managers<\/span><\/span> constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Before entering any such order<\/span>, the Commission<\/span> shall issue<\/span> a rule against the limited liability company<\/span> giving it an opportunity to be heard and show cause why such an order<\/span> should not be entered. The Commission<\/span> may issue<\/span> the rule on its own motion<\/span> or on motion<\/span> of the Attorney General<\/span>. <\/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> Any limited liability company<\/span> convicted of the offense<\/span> listed in subdivision A 4 shall immediately report such conviction<\/span> to the Commission<\/span> and file with the Commission<\/span> an authenticated copy of the judgment<\/span> or record of conviction<\/span>. A limited liability company<\/span> whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINVOLUNTARY CANCELLATION OF LIMITED LIABILITY COMPANY EXISTENCE (\u00a7 13.1-1050.3)\n\nA. The existence of a limited liability company may be canceled involuntarily by\norder of the Commission when it finds that the limited liability company has:\n\n 1. Continued to exceed or abuse the authority conferred upon it by law;\n\n 2. Failed to maintain a registered office or a registered agent in the\n Commonwealth as required by law;\n\n 3. Failed to file any document required by this chapter to be filed with the\n Commission; or\n\n 4. Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended,\n for actions of its members or managers constituting a pattern or practice of\n employing unauthorized aliens in the Commonwealth.\n\nB. Before entering any such order, the Commission shall issue a rule against the\nlimited liability company giving it an opportunity to be heard and show cause\nwhy such an order should not be entered. The Commission may issue the rule on\nits own motion or on motion of the Attorney General.\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. Any limited liability company convicted of the offense listed in subdivision\nA 4 shall immediately report such conviction to the Commission and file with the\nCommission an authenticated copy of the judgment or record of conviction. A\nlimited liability company whose existence is canceled pursuant to subdivision A\n4 shall not be eligible for reinstatement for a period of not less than one\nyear.\n\nHISTORY: 2008, c. 108; 2009, c. 167.","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}}