{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1050.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1050.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1050.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1050.html"}],"law_id":74093,"edition_id":1,"section_id":74093,"structure_id":14805,"section_number":"13.1-1050","catch_line":"Articles of cancellation","history":"1991, c. 168; 2006, c. 748; 2008, c. 108; 2013, c. 17.","full_text":"A\n\nWhen the affairs of a limited liability company have been wound up pursuant to \u00a7 13.1-1048, it shall file articles of cancellation with the Commission. The articles shall set forth:1\n\nThe name of the limited liability company;2\n\nThe identification number issued by the Commission to the limited liability company;3\n\nThe effective date of its certificate of organization;4\n\nA statement that the limited liability company has completed the winding up of its affairs; and5\n\nAny other information the members determine to include therein, including the reason for filing the articles of cancellation.B\n\nIf the Commission finds that the articles of cancellation comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of cancellation, canceling the limited liability company’s existence. Upon the effective date of such certificate, the existence of the limited liability company shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.","order_by":null,"text":{"0":{"id":266464,"text":"When the affairs of a limited liability company have been wound up pursuant to \u00a7 13.1-1048, it shall file articles of cancellation with the Commission. The articles shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":266465,"text":"The name of the limited liability company;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":266466,"text":"The identification number issued by the Commission to the limited liability company;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":266467,"text":"The effective date of its certificate of organization;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":266468,"text":"A statement that the limited liability company has completed the winding up of its affairs; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":266469,"text":"Any other information the members determine to include therein, including the reason for filing the articles of cancellation.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":266470,"text":"If the Commission finds that the articles of cancellation comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of cancellation, canceling the limited liability company’s existence. Upon the effective date of such certificate, the existence of the limited liability company shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5"}},"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":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},"next_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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1050\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 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. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 3 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 2006, chapter 748<\/a>; in 2008, chapter 108<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":72460,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-1003.1\/"},{"id":69420,"section_number":"13.1-1048","catch_line":"Winding up","order_by":null,"url":"\/13.1-1048\/"}],"refers_to":[{"id":69420,"section_number":"13.1-1048","catch_line":"Winding up","order_by":null,"url":"\/13.1-1048\/"}],"permalink":{"id":148985,"object_type":"law","relational_id":74093,"identifier":"13.1-1050","token":"13.1\/12\/9\/13.1-1050","url":"\/13.1-1050\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1050\/","token":"13.1\/12\/9\/13.1-1050","dublin_core":{"Title":"Articles of cancellation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1050","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When the affairs of a limited liability company<\/span> have been wound up pursuant to \u00a7 13.1-1048<\/a>, it shall file articles of cancellation with the Commission<\/span>. The articles shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> 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

3.<\/span> The effective date of its certificate of organization; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the limited liability company<\/span> has completed the winding up of its affairs; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any other information the members<\/span> determine to include therein, including the reason for filing the articles of cancellation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of cancellation comply with the requirements of law<\/span> and that all required fees have been paid, it shall by order<\/span> issue<\/span> a certificate of cancellation, canceling the limited liability company<\/span>’s existence. Upon the effective date of such certificate, the existence of the limited liability company<\/span> shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members<\/span> as provided in this chapter. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF CANCELLATION (\u00a7 13.1-1050)\n\nA. When the affairs of a limited liability company have been wound up pursuant\nto \u00a7 13.1-1048, it shall file articles of cancellation with the Commission. The\narticles shall set forth:\n\n 1. The name of the limited liability company;\n\n 2. The identification number issued by the Commission to the limited liability\n company;\n\n 3. The effective date of its certificate of organization;\n\n 4. A statement that the limited liability company has completed the winding up\n of its affairs; and\n\n 5. Any other information the members determine to include therein, including\n the reason for filing the articles of cancellation.\n\nB. If the Commission finds that the articles of cancellation comply with the\nrequirements of law and that all required fees have been paid, it shall by order\nissue a certificate of cancellation, canceling the limited liability\ncompany’s existence. Upon the effective date of such certificate, the\nexistence of the limited liability company shall cease, except for the purpose\nof suits, other proceedings, and appropriate actions by members as provided in\nthis chapter.\n\nHISTORY: 1991, c. 168; 2006, c. 748; 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}}