{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1050.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1050.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1050.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1050.4.html"}],"law_id":63048,"edition_id":1,"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","history":"2008, c. 108; 2013, c. 17.","full_text":"A\n\nA limited liability company that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Commission (i) entered pursuant to subdivision A 1 of § 13.1-1050.3 or (ii) entered pursuant to § 13.1-1047 and the circuit court’s decree directing dissolution contains no provision for reinstatement of the existence of the limited liability company.B\n\nTo have its existence reinstated, a limited liability company shall provide the Commission with the following:1\n\nAn application for reinstatement, which may be in the form of a letter, that includes the identification number issued by the Commission to the limited liability company;2\n\nA reinstatement fee of $100;3\n\nAll annual registration fees and penalties that were due before the limited liability company ceased to exist and that would have been assessed or imposed to the date of reinstatement if the limited liability company’s existence had not been canceled;4\n\nIf the name of the limited liability company does not comply with the provisions of § 13.1-1012 at the time of reinstatement, articles of amendment to the articles of organization to change the limited liability company’s name to a name that satisfies the provisions of § 13.1-1012, with the fee required by this chapter for the filing of articles of amendment; and5\n\nIf the limited liability company’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-1016.C\n\nIf the limited liability company complies with the provisions of this section, the Commission shall enter an order of reinstatement of existence. Upon entry of the order, the existence of the limited liability company shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred, and any liability incurred by the limited liability company or a member, manager, or other agent after the cancellation and before the reinstatement is determined as if cancellation of the limited liability company’s existence had never occurred.","order_by":null,"text":{"0":{"id":229955,"text":"A limited liability company that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Commission (i) entered pursuant to subdivision A 1 of § 13.1-1050.3 or (ii) entered pursuant to § 13.1-1047 and the circuit court’s decree directing dissolution contains no provision for reinstatement of the existence of the limited liability company.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":229956,"text":"To have its existence reinstated, a limited liability company shall provide the Commission with the following:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":229957,"text":"An application for reinstatement, which may be in the form of a letter, that includes the identification number issued by the Commission to the limited liability company;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":229958,"text":"A reinstatement fee of $100;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":229959,"text":"All annual registration fees and penalties that were due before the limited liability company ceased to exist and that would have been assessed or imposed to the date of reinstatement if the limited liability company’s existence had not been canceled;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":229960,"text":"If the name of the limited liability company does not comply with the provisions of § 13.1-1012 at the time of reinstatement, articles of amendment to the articles of organization to change the limited liability company’s name to a name that satisfies the provisions of § 13.1-1012, with the fee required by this chapter for the filing of articles of amendment; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":229961,"text":"If the limited liability company’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-1016.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":229962,"text":"If the limited liability company complies with the provisions of this section, the Commission shall enter an order of reinstatement of existence. Upon entry of the order, the existence of the limited liability company shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred, and any liability incurred by the limited liability company or a member, manager, or other agent after the cancellation and before the reinstatement is determined as if cancellation of the limited liability company’s existence had never occurred.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1050.4\/","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 2013, chapter 17<\/a>.<\/p>","references":[{"id":57119,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","order_by":null,"url":"\/13.1-1099.13\/"}],"refers_to":[{"id":82092,"section_number":"13.1-1012","catch_line":"Name","order_by":null,"url":"\/13.1-1012\/"},{"id":71676,"section_number":"13.1-1047","catch_line":"Judicial dissolution","order_by":null,"url":"\/13.1-1047\/"},{"id":80731,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","order_by":null,"url":"\/13.1-1050.3\/"}],"permalink":{"id":149001,"object_type":"law","relational_id":63048,"identifier":"13.1-1050.4","token":"13.1\/12\/9\/13.1-1050.4","url":"\/13.1-1050.4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1050.4\/","token":"13.1\/12\/9\/13.1-1050.4","dublin_core":{"Title":"Reinstatement of a limited liability company that has ceased to exist","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1050.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A limited liability company<\/span> that has ceased to exist may apply to the Commission<\/span> for reinstatement within five years thereafter, unless the cancellation was by order<\/span> of the Commission<\/span> (i) entered pursuant to subdivision A 1 of § 13.1-1050.3<\/a> or (ii) entered pursuant to § 13.1-1047<\/a> and the circuit<\/span> court<\/span>’s decree<\/span> directing dissolution contains no provision for reinstatement of the existence of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> To have its existence reinstated, a limited liability company<\/span> shall provide the Commission<\/span> with the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An application for reinstatement, which may be in the form of a letter, that includes the identification number issued by the Commission<\/span> to the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A reinstatement fee of $100; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All annual registration fees and penalties that were due before the limited liability company<\/span> ceased to exist and that would have been assessed or imposed to the date of reinstatement if the limited liability company<\/span>’s existence had not been canceled; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the name of the limited liability company<\/span> does not comply with the provisions of § 13.1-1012<\/a> at the time of reinstatement, articles of amendment to the articles of organization<\/span> to change the limited liability company<\/span>’s name to a name that satisfies the provisions of § 13.1-1012<\/a>, with the fee required by this chapter for the filing of articles of amendment; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the limited liability company<\/span>’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-1016<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the limited liability company<\/span> complies with the provisions of this section, the Commission<\/span> shall enter an order<\/span> of reinstatement of existence. Upon entry of the order<\/span>, the existence of the limited liability company<\/span> shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred, and any liability incurred by the limited liability company<\/span> or a member<\/span>, manager<\/span>, or other agent after the cancellation and before the reinstatement is determined as if cancellation of the limited liability company<\/span>’s existence had never occurred. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREINSTATEMENT OF A LIMITED LIABILITY COMPANY THAT HAS CEASED TO EXIST (\u00a7\n13.1-1050.4)\n\nA. A limited liability company that has ceased to exist may apply to the\nCommission for reinstatement within five years thereafter, unless the\ncancellation was by order of the Commission (i) entered pursuant to subdivision\nA 1 of § 13.1-1050.3 or (ii) entered pursuant to § 13.1-1047 and the\ncircuit court’s decree directing dissolution contains no provision for\nreinstatement of the existence of the limited liability company.\n\nB. To have its existence reinstated, a limited liability company shall provide\nthe Commission with the following:\n\n 1. An application for reinstatement, which may be in the form of a letter,\n that includes the identification number issued by the Commission to the\n limited liability company;\n\n 2. A reinstatement fee of $100;\n\n 3. All annual registration fees and penalties that were due before the limited\n liability company ceased to exist and that would have been assessed or imposed\n to the date of reinstatement if the limited liability company’s\n existence had not been canceled;\n\n 4. If the name of the limited liability company does not comply with the\n provisions of § 13.1-1012 at the time of reinstatement, articles of\n amendment to the articles of organization to change the limited liability\n company’s name to a name that satisfies the provisions of §\n 13.1-1012, with the fee required by this chapter for the filing of articles of\n amendment; and\n\n 5. If the limited liability company’s registered agent has filed a\n statement of resignation and a new registered agent has not been appointed, a\n statement of change pursuant to § 13.1-1016.\n\nC. If the limited liability company complies with the provisions of this\nsection, the Commission shall enter an order of reinstatement of existence. Upon\nentry of the order, the existence of the limited liability company shall be\ndeemed to have continued from the date of the cancellation as if cancellation\nhad never occurred, and any liability incurred by the limited liability company\nor a member, manager, or other agent after the cancellation and before the\nreinstatement is determined as if cancellation of the limited liability\ncompany’s existence had never occurred.\n\nHISTORY: 2008, c. 108; 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}}