{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1056.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1056.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1056.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1056.3.html"}],"law_id":74959,"edition_id":1,"section_id":74959,"structure_id":13508,"section_number":"13.1-1056.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","history":"2008, c. 108; 2013, c. 17.","full_text":"A\n\nA foreign limited liability company whose certificate of registration to transact business in the Commonwealth has been canceled may be relieved of the cancellation and have its certificate of registration reinstated by the Commission within five years of the date of cancellation unless the certificate of registration was canceled by order of the Commission entered pursuant to subdivision A 1 of § 13.1-1056.2.B\n\nTo have its certificate of registration reinstated, a foreign 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 certificate of registration was canceled and that would have been assessed or imposed to the date of reinstatement if the limited liability company had not had its certificate of registration canceled;4\n\nA duly authenticated copy of any amendments or corrections made to the articles of organization or other constituent documents of the foreign limited liability company and any mergers entered into by the foreign limited liability company from the date of cancellation of its certificate of registration to the date of its application for reinstatement, along with an amended application for registration if required for an amendment or a correction, and all fees required by this chapter for the filing of such instruments;5\n\nIf the name of the foreign limited liability company does not comply with the provisions of § 13.1-1054 at the time of reinstatement, an amended application for registration to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-1054, with the fee required by this chapter for the filing of an amended application for registration; and6\n\nIf the foreign 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 foreign limited liability company complies with the provisions of this section, the Commission shall enter an order of reinstatement, reinstating the foreign limited liability company’s certificate of registration to transact business in the Commonwealth.","order_by":null,"text":{"0":{"id":269286,"text":"A foreign limited liability company whose certificate of registration to transact business in the Commonwealth has been canceled may be relieved of the cancellation and have its certificate of registration reinstated by the Commission within five years of the date of cancellation unless the certificate of registration was canceled by order of the Commission entered pursuant to subdivision A 1 of § 13.1-1056.2.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":269287,"text":"To have its certificate of registration reinstated, a foreign 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":269288,"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":269289,"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":269290,"text":"All annual registration fees and penalties that were due before the certificate of registration was canceled and that would have been assessed or imposed to the date of reinstatement if the limited liability company had not had its certificate of registration canceled;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":269291,"text":"A duly authenticated copy of any amendments or corrections made to the articles of organization or other constituent documents of the foreign limited liability company and any mergers entered into by the foreign limited liability company from the date of cancellation of its certificate of registration to the date of its application for reinstatement, along with an amended application for registration if required for an amendment or a correction, and all fees required by this chapter for the filing of such instruments;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":269292,"text":"If the name of the foreign limited liability company does not comply with the provisions of § 13.1-1054 at the time of reinstatement, an amended application for registration to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-1054, with the fee required by this chapter for the filing of an amended application for registration; and","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":269293,"text":"If the foreign 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","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"C"},"8":{"id":269294,"text":"If the foreign limited liability company complies with the provisions of this section, the Commission shall enter an order of reinstatement, reinstating the foreign limited liability company’s certificate of registration to transact business in the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B6"}},"ancestry":[{"id":13508,"edition_id":1,"name":"Foreign Limited Liability Companies","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:05","date_modified":"2026-06-26 03:45:05","permalink":{"id":148395,"object_type":"structure","relational_id":13508,"identifier":"10","token":"13.1\/12\/10","url":"\/13.1\/12\/10\/","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":75378,"structure_id":13508,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1051\/","token":"13.1\/12\/10\/13.1-1051","metadata":false},{"id":75972,"structure_id":13508,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","url":"\/13.1-1052\/","token":"13.1\/12\/10\/13.1-1052","metadata":false},{"id":68966,"structure_id":13508,"section_number":"13.1-1053","catch_line":"Repealed","url":"\/13.1-1053\/","token":"13.1\/12\/10\/13.1-1053","metadata":false},{"id":71928,"structure_id":13508,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","url":"\/13.1-1054\/","token":"13.1\/12\/10\/13.1-1054","metadata":false},{"id":59184,"structure_id":13508,"section_number":"13.1-1055","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1055\/","token":"13.1\/12\/10\/13.1-1055","metadata":false},{"id":61503,"structure_id":13508,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1056\/","token":"13.1\/12\/10\/13.1-1056","metadata":false},{"id":73228,"structure_id":13508,"section_number":"13.1-1056.1","catch_line":"Automatic cancellation of certificate of registration","url":"\/13.1-1056.1\/","token":"13.1\/12\/10\/13.1-1056.1","metadata":false},{"id":54475,"structure_id":13508,"section_number":"13.1-1056.2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/13.1-1056.2\/","token":"13.1\/12\/10\/13.1-1056.2","metadata":false},{"id":74959,"structure_id":13508,"section_number":"13.1-1056.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1056.3\/","token":"13.1\/12\/10\/13.1-1056.3","metadata":false},{"id":82434,"structure_id":13508,"section_number":"13.1-1057","catch_line":"Transaction of business without registration","url":"\/13.1-1057\/","token":"13.1\/12\/10\/13.1-1057","metadata":false},{"id":56714,"structure_id":13508,"section_number":"13.1-1058","catch_line":"Actions by Attorney General","url":"\/13.1-1058\/","token":"13.1\/12\/10\/13.1-1058","metadata":false},{"id":76475,"structure_id":13508,"section_number":"13.1-1059","catch_line":"Transactions not constituting doing business","url":"\/13.1-1059\/","token":"13.1\/12\/10\/13.1-1059","metadata":false},{"id":80555,"structure_id":13508,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060\/","token":"13.1\/12\/10\/13.1-1060","metadata":false},{"id":75127,"structure_id":13508,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060.1\/","token":"13.1\/12\/10\/13.1-1060.1","metadata":false}],"previous_section":{"id":54475,"structure_id":13508,"section_number":"13.1-1056.2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/13.1-1056.2\/","token":"13.1\/12\/10\/13.1-1056.2","metadata":false},"next_section":{"id":82434,"structure_id":13508,"section_number":"13.1-1057","catch_line":"Transaction of business without registration","url":"\/13.1-1057\/","token":"13.1\/12\/10\/13.1-1057","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1056.3\/","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 2013, chapter 17<\/a>.<\/p>","references":[{"id":67053,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","order_by":null,"url":"\/13.1-1099.23\/"}],"refers_to":[{"id":71928,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","order_by":null,"url":"\/13.1-1054\/"}],"permalink":{"id":148429,"object_type":"law","relational_id":74959,"identifier":"13.1-1056.3","token":"13.1\/12\/10\/13.1-1056.3","url":"\/13.1-1056.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1056.3\/","token":"13.1\/12\/10\/13.1-1056.3","dublin_core":{"Title":"Reinstatement of a certificate of registration that has been canceled","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1056.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited liability company<\/span><\/span> whose certificate of registration to transact business in the Commonwealth has been canceled may be relieved of the cancellation and have its certificate of registration reinstated by the Commission<\/span> within five years of the date of cancellation unless the certificate of registration was canceled by order<\/span> of the Commission<\/span> entered pursuant to subdivision A 1 of § 13.1-1056.2<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> To have its certificate of registration reinstated, a foreign limited liability company<\/span><\/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 certificate of registration was canceled and that would have been assessed or imposed to the date of reinstatement if the limited liability company<\/span> had not had its certificate of registration canceled; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A duly authenticated copy of any amendments or corrections made to the articles of organization<\/span> or other constituent documents of the foreign limited liability company<\/span><\/span> and any mergers entered into by the foreign limited liability company<\/span><\/span> from the date of cancellation of its certificate of registration to the date of its application for reinstatement, along with an amended application for registration if required for an amendment or a correction, and all fees required by this chapter for the filing of such instruments; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the name of the foreign limited liability company<\/span><\/span> does not comply with the provisions of § 13.1-1054<\/a> at the time of reinstatement, an amended application for registration to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-1054<\/a>, with the fee required by this chapter for the filing of an amended application for registration; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the foreign limited liability company<\/span><\/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 foreign limited liability company<\/span><\/span> complies with the provisions of this section, the Commission<\/span> shall enter an order<\/span> of reinstatement, reinstating the foreign limited liability company<\/span><\/span>’s certificate of registration to transact business in the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREINSTATEMENT OF A CERTIFICATE OF REGISTRATION THAT HAS BEEN CANCELED (\u00a7\n13.1-1056.3)\n\nA. A foreign limited liability company whose certificate of registration to\ntransact business in the Commonwealth has been canceled may be relieved of the\ncancellation and have its certificate of registration reinstated by the\nCommission within five years of the date of cancellation unless the certificate\nof registration was canceled by order of the Commission entered pursuant to\nsubdivision A 1 of § 13.1-1056.2.\n\nB. To have its certificate of registration reinstated, a foreign limited\nliability company shall provide the 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\n certificate of registration was canceled and that would have been assessed or\n imposed to the date of reinstatement if the limited liability company had not\n had its certificate of registration canceled;\n\n 4. A duly authenticated copy of any amendments or corrections made to the\n articles of organization or other constituent documents of the foreign limited\n liability company and any mergers entered into by the foreign limited\n liability company from the date of cancellation of its certificate of\n registration to the date of its application for reinstatement, along with an\n amended application for registration if required for an amendment or a\n correction, and all fees required by this chapter for the filing of such\n instruments;\n\n 5. If the name of the foreign limited liability company does not comply with\n the provisions of § 13.1-1054 at the time of reinstatement, an amended\n application for registration to adopt a designated name for use in the\n Commonwealth that satisfies the requirements of § 13.1-1054, with the fee\n required by this chapter for the filing of an amended application for\n registration; and\n\n 6. If the foreign limited liability company’s registered agent has filed\n a statement of resignation and a new registered agent has not been appointed,\n a statement of change pursuant to § 13.1-1016.\n\nC. If the foreign limited liability company complies with the provisions of this\nsection, the Commission shall enter an order of reinstatement, reinstating the\nforeign limited liability company’s certificate of registration to\ntransact business in the Commonwealth.\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}}