{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1056.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1056.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1056.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1056.html"}],"law_id":61503,"edition_id":1,"section_id":61503,"structure_id":13508,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","history":"1991, c. 168; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c. 17; 2016, c. 288.","full_text":"A\n\nA foreign limited liability company registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:1\n\nThe name of the foreign limited liability company, the name of the state or other jurisdiction under whose law it is or was formed, and the identification number issued by the Commission to the foreign limited liability company;2\n\nIf applicable, a statement that the foreign limited liability company was a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it was organized and that it was not the surviving entity of the merger, or has converted to another type of entity under the laws of the state or other jurisdiction under whose law it was formed;3\n\nThat the foreign limited liability company is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;4\n\nThat the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;5\n\nA mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 4; and6\n\nA commitment to notify the clerk of the Commission in the future of any change in the mailing address of the foreign limited liability company.B\n\nThe Commission shall not issue a certificate of cancellation to any foreign limited liability company unless the foreign limited liability company files with the Commission a statement certifying that the foreign limited liability company has filed returns and has paid all state taxes to the time of the certificate, or a statement that no returns are required to be filed or taxes are required to be paid. In that case the foreign limited liability company may file returns and pay taxes before they would otherwise be due. If the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration.C\n\nBefore any foreign limited liability company registered to transact business in the Commonwealth cancels its existence, it shall deliver to the Commission for filing an application for a certificate of cancellation. Whether or not an application is filed, the cancellation of the existence of a foreign limited liability company shall not take away or impair any remedy available against the foreign limited liability company for any right or claim existing or any liability incurred before the cancellation. Any action or proceeding against a foreign limited liability company whose existence has been canceled may be defended by the foreign limited liability company in its name. The members, managers, and officers shall have power to take any action as shall be appropriate to protect any remedy, right, or claim. The right of a foreign limited liability company whose existence has been canceled to institute and maintain in its name actions, suits, or proceedings in the courts of the Commonwealth shall be governed by the law of the state or other jurisdiction of its organization.D\n\nService of process on the clerk of the Commission is service of process on a foreign limited liability company whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1, and service upon the foreign limited liability company may be made in any other manner permitted by law.","order_by":null,"text":{"0":{"id":224615,"text":"A foreign limited liability company registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":224616,"text":"The name of the foreign limited liability company, the name of the state or other jurisdiction under whose law it is or was formed, and the identification number issued by the Commission to the foreign 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":224617,"text":"If applicable, a statement that the foreign limited liability company was a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it was organized and that it was not the surviving entity of the merger, or has converted to another type of entity under the laws of the state or other jurisdiction under whose law it was formed;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":224618,"text":"That the foreign limited liability company is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":224619,"text":"That the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":224620,"text":"A mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 4; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":224621,"text":"A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the foreign limited liability company.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":224622,"text":"The Commission shall not issue a certificate of cancellation to any foreign limited liability company unless the foreign limited liability company files with the Commission a statement certifying that the foreign limited liability company has filed returns and has paid all state taxes to the time of the certificate, or a statement that no returns are required to be filed or taxes are required to be paid. In that case the foreign limited liability company may file returns and pay taxes before they would otherwise be due. If the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":224623,"text":"Before any foreign limited liability company registered to transact business in the Commonwealth cancels its existence, it shall deliver to the Commission for filing an application for a certificate of cancellation. Whether or not an application is filed, the cancellation of the existence of a foreign limited liability company shall not take away or impair any remedy available against the foreign limited liability company for any right or claim existing or any liability incurred before the cancellation. Any action or proceeding against a foreign limited liability company whose existence has been canceled may be defended by the foreign limited liability company in its name. The members, managers, and officers shall have power to take any action as shall be appropriate to protect any remedy, right, or claim. The right of a foreign limited liability company whose existence has been canceled to institute and maintain in its name actions, suits, or proceedings in the courts of the Commonwealth shall be governed by the law of the state or other jurisdiction of its organization.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":224624,"text":"Service of process on the clerk of the Commission is service of process on a foreign limited liability company whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1, and service upon the foreign limited liability company may be made in any other manner permitted by law.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1056\/","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 5 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 2008, chapters 588<\/a> and 770<\/a>; in 2009, chapter 167<\/a>; in 2012, chapter 130<\/a>; in 2013, chapter 17<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"},{"id":80555,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1060\/"},{"id":75127,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1060.1\/"}],"refers_to":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"}],"permalink":{"id":148417,"object_type":"law","relational_id":61503,"identifier":"13.1-1056","token":"13.1\/12\/10\/13.1-1056","url":"\/13.1-1056\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1056\/","token":"13.1\/12\/10\/13.1-1056","dublin_core":{"Title":"Voluntary cancellation of certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1056","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited liability company<\/span><\/span> registered to transact business in the Commonwealth may apply to the Commission<\/span> for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission<\/span>, which shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign limited liability company<\/span><\/span>, the name of the state or other jurisdiction<\/span> under whose law<\/span> it is or was formed, and the identification number issued by the Commission<\/span> to the foreign limited liability company<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If applicable, a statement that the foreign limited liability company<\/span><\/span> was a party<\/span> to a merger permitted by the laws<\/span> of the state or other jurisdiction<\/span> under whose laws<\/span> it was organized and that it was not the surviving entity<\/span> of the merger, or has converted to another type of entity<\/span> under the laws<\/span> of the state or other jurisdiction<\/span> under whose law<\/span> it was formed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the foreign limited liability company<\/span><\/span> is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That the foreign limited liability company<\/span><\/span> revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as its agent for service of process<\/span> in any proceeding based on a cause of action<\/span> arising during the time it was authorized to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A mailing address to which the clerk of the Commission<\/span> may mail a copy of any process served on him under subdivision 4; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A commitment to notify the clerk of the Commission<\/span> in the future of any change in the mailing address of the foreign limited liability company<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The Commission<\/span> shall not issue<\/span> a certificate of cancellation to any foreign limited liability company<\/span><\/span> unless the foreign limited liability company<\/span><\/span> files with the Commission<\/span> a statement certifying that the foreign limited liability company<\/span><\/span> has filed returns and has paid all state taxes to the time of the certificate, or a statement that no returns are required to be filed or taxes are required to be paid. In that case the foreign limited liability company<\/span><\/span> may file returns and pay taxes before they would otherwise be due. If the Commission<\/span> finds that the application complies with the requirements of law<\/span> and all required fees have been paid, it shall issue<\/span> a certificate of cancellation canceling the certificate of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before any foreign limited liability company<\/span><\/span> registered to transact business in the Commonwealth cancels its existence, it shall deliver to the Commission<\/span> for filing an application for a certificate of cancellation. Whether or not an application is filed, the cancellation of the existence of a foreign limited liability company<\/span><\/span> shall not take away or impair any remedy available against the foreign limited liability company<\/span><\/span> for any right or claim existing or any liability incurred before the cancellation. Any action or proceeding against a foreign limited liability company<\/span><\/span> whose existence has been canceled may be defended by the foreign limited liability company<\/span><\/span> in its name. The members<\/span>, managers<\/span><\/span>, and officers shall have power to take any action as shall be appropriate to protect any remedy, right, or claim. The right of a foreign limited liability company<\/span><\/span> whose existence has been canceled to institute and maintain in its name actions, suits, or proceedings in the courts<\/span> of the Commonwealth shall be governed by the law<\/span> of the state or other jurisdiction<\/span> of its organization. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Service of process<\/span> on the clerk of the Commission<\/span> is service of process<\/span> on a foreign limited liability company<\/span><\/span> whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a>, and service upon the foreign limited liability company<\/span><\/span> may be made in any other manner permitted by law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (\u00a7 13.1-1056)\n\nA. A foreign limited liability company registered to transact business in the\nCommonwealth may apply to the Commission for a certificate of cancellation to\ncancel its certificate of registration. The application shall be on a form\nprescribed and furnished by the Commission, which shall set forth:\n\n 1. The name of the foreign limited liability company, the name of the state or\n other jurisdiction under whose law it is or was formed, and the identification\n number issued by the Commission to the foreign limited liability company;\n\n 2. If applicable, a statement that the foreign limited liability company was a\n party to a merger permitted by the laws of the state or other jurisdiction\n under whose laws it was organized and that it was not the surviving entity of\n the merger, or has converted to another type of entity under the laws of the\n state or other jurisdiction under whose law it was formed;\n\n 3. That the foreign limited liability company is not transacting business in\n the Commonwealth and that it surrenders its registration to transact business\n in the Commonwealth;\n\n 4. That the foreign limited liability company revokes the authority of its\n registered agent to accept service on its behalf and appoints the clerk of the\n Commission as its agent for service of process in any proceeding based on a\n cause of action arising during the time it was authorized to transact business\n in the Commonwealth;\n\n 5. A mailing address to which the clerk of the Commission may mail a copy of\n any process served on him under subdivision 4; and\n\n 6. A commitment to notify the clerk of the Commission in the future of any\n change in the mailing address of the foreign limited liability company.\n\nB. The Commission shall not issue a certificate of cancellation to any foreign\nlimited liability company unless the foreign limited liability company files\nwith the Commission a statement certifying that the foreign limited liability\ncompany has filed returns and has paid all state taxes to the time of the\ncertificate, or a statement that no returns are required to be filed or taxes\nare required to be paid. In that case the foreign limited liability company may\nfile returns and pay taxes before they would otherwise be due. If the Commission\nfinds that the application complies with the requirements of law and all\nrequired fees have been paid, it shall issue a certificate of cancellation\ncanceling the certificate of registration.\n\nC. Before any foreign limited liability company registered to transact business\nin the Commonwealth cancels its existence, it shall deliver to the Commission\nfor filing an application for a certificate of cancellation. Whether or not an\napplication is filed, the cancellation of the existence of a foreign limited\nliability company shall not take away or impair any remedy available against the\nforeign limited liability company for any right or claim existing or any\nliability incurred before the cancellation. Any action or proceeding against a\nforeign limited liability company whose existence has been canceled may be\ndefended by the foreign limited liability company in its name. The members,\nmanagers, and officers shall have power to take any action as shall be\nappropriate to protect any remedy, right, or claim. The right of a foreign\nlimited liability company whose existence has been canceled to institute and\nmaintain in its name actions, suits, or proceedings in the courts of the\nCommonwealth shall be governed by the law of the state or other jurisdiction of\nits organization.\n\nD. Service of process on the clerk of the Commission is service of process on a\nforeign limited liability company whose certificate of registration has been\ncanceled pursuant to this section. Service upon the clerk shall be made in\naccordance with § 12.1-19.1, and service upon the foreign limited liability\ncompany may be made in any other manner permitted by law.\n\nHISTORY: 1991, c. 168; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c.\n17; 2016, c. 288.","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}}