{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1099.23.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1099.23.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1099.23.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1099.23.html"}],"law_id":67053,"edition_id":1,"section_id":67053,"structure_id":13582,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","history":"2019, c. 636.","full_text":"A\n\nA foreign series limited liability company shall obtain from the Commission a certificate of registration to transact business in the Commonwealth before any foreign protected series of the foreign series limited liability company is registered to transact business in the Commonwealth. In addition to the requirements for registration in § 13.1-1052, the foreign series limited liability company shall include an attachment to its application that lists the name of each foreign protected series of the foreign series limited liability company and the jurisdiction under whose law each is established.B\n\nExcept as otherwise provided in this section and subject to §§ 13.1-1099.8 and 13.1-1099.10, the provisions of Article 10 (§ 13.1-1051 et seq.) governing foreign limited liability companies apply to a foreign protected series as if the foreign protected series were a foreign limited liability company organized separately from the foreign series limited liability company that established the foreign protected series and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.C\n\nAn application by a foreign protected series for a certificate of registration to transact business in the Commonwealth shall meet the requirements of \u00a7 13.1-1052 and shall also include:1\n\nThe name, jurisdiction of formation, and post office address of the principal office of the foreign protected series applying for registration; and2\n\nThe name and jurisdiction of formation of the foreign series limited liability company that established the foreign protected series.D\n\nThe registered agent and registered office of a foreign protected series shall be the same as the foreign series limited liability company that established the foreign protected series.E\n\nThe name of a foreign protected series applying for a certificate of registration or registered to transact business in the Commonwealth shall comply with § 13.1-1096. A foreign protected series may comply with § 13.1-1096 pursuant to § 13.1-1054.F\n\nThe requirement in § 13.1-1055 to amend an application for registration of a foreign limited liability company shall be applicable to a foreign protected series that has a certificate of registration to transact business in the Commonwealth.G\n\nWhenever the certificate of registration to transact business in the Commonwealth of a foreign series limited liability company is canceled, any certificate of registration to transact business in the Commonwealth issued to a foreign protected series of the foreign series limited liability company that established the foreign protected series shall thereupon be automatically canceled.H\n\nA foreign protected series whose certificate of registration to transact business in the Commonwealth has been canceled may have its certificate of registration reinstated in accordance with § 13.1-1056.3 as if it were a foreign limited liability company, provided that the foreign series limited liability company that established the foreign protected series has a certificate of registration in effect.I\n\nA foreign protected series registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration as a foreign protected series. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:1\n\nThe name of the foreign protected series, the name of the foreign series limited liability company that established the foreign protected series, the name of the jurisdiction of formation of the foreign series limited liability company, and the identification number issued by the Commission to the foreign series limited liability company;2\n\nIf applicable, a statement that the foreign series limited liability company that established the foreign protected series was a party to a merger permitted by the laws of its jurisdiction of formation and that it was not the surviving entity of the merger, or has converted to another type of entity under the laws of its jurisdiction of formation;3\n\nThat the foreign protected series is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;4\n\nThat the foreign protected series 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 registered 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 the clerk 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 protected series.J\n\nThe Commission shall not issue a certificate of cancellation to any foreign protected series unless the foreign protected series files with the Commission a statement certifying that the foreign protected series has filed returns and has paid all state taxes to the time of the statement, or a statement that no returns are required to be filed or taxes are required to be paid. In that case the foreign protected series 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.K\n\nService of process on the clerk of the Commission is service of process on a foreign protected series 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 protected series may be made in any other manner permitted by law.","order_by":null,"text":{"0":{"id":243022,"text":"A foreign series limited liability company shall obtain from the Commission a certificate of registration to transact business in the Commonwealth before any foreign protected series of the foreign series limited liability company is registered to transact business in the Commonwealth. In addition to the requirements for registration in § 13.1-1052, the foreign series limited liability company shall include an attachment to its application that lists the name of each foreign protected series of the foreign series limited liability company and the jurisdiction under whose law each is established.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":243023,"text":"Except as otherwise provided in this section and subject to §§ 13.1-1099.8 and 13.1-1099.10, the provisions of Article 10 (§ 13.1-1051 et seq.) governing foreign limited liability companies apply to a foreign protected series as if the foreign protected series were a foreign limited liability company organized separately from the foreign series limited liability company that established the foreign protected series and distinct from the foreign series limited liability company and any other foreign protected series of the foreign series limited liability company.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":243024,"text":"An application by a foreign protected series for a certificate of registration to transact business in the Commonwealth shall meet the requirements of \u00a7 13.1-1052 and shall also include:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":243025,"text":"The name, jurisdiction of formation, and post office address of the principal office of the foreign protected series applying for registration; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":243026,"text":"The name and jurisdiction of formation of the foreign series limited liability company that established the foreign protected series.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"5":{"id":243027,"text":"The registered agent and registered office of a foreign protected series shall be the same as the foreign series limited liability company that established the foreign protected series.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"6":{"id":243028,"text":"The name of a foreign protected series applying for a certificate of registration or registered to transact business in the Commonwealth shall comply with § 13.1-1096. A foreign protected series may comply with § 13.1-1096 pursuant to § 13.1-1054.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"7":{"id":243029,"text":"The requirement in § 13.1-1055 to amend an application for registration of a foreign limited liability company shall be applicable to a foreign protected series that has a certificate of registration to transact business in the Commonwealth.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"8":{"id":243030,"text":"Whenever the certificate of registration to transact business in the Commonwealth of a foreign series limited liability company is canceled, any certificate of registration to transact business in the Commonwealth issued to a foreign protected series of the foreign series limited liability company that established the foreign protected series shall thereupon be automatically canceled.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"9":{"id":243031,"text":"A foreign protected series whose certificate of registration to transact business in the Commonwealth has been canceled may have its certificate of registration reinstated in accordance with § 13.1-1056.3 as if it were a foreign limited liability company, provided that the foreign series limited liability company that established the foreign protected series has a certificate of registration in effect.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"10":{"id":243032,"text":"A foreign protected series registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration as a foreign protected series. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"I1"},"11":{"id":243033,"text":"The name of the foreign protected series, the name of the foreign series limited liability company that established the foreign protected series, the name of the jurisdiction of formation of the foreign series limited liability company, and the identification number issued by the Commission to the foreign series limited liability company;","type":"section","prefixes":["I","1"],"prefix":"1","entire_prefix":"I1","prefix_anchor":"I1","level":2,"prior_prefix":"I","next_prefix":"I2"},"12":{"id":243034,"text":"If applicable, a statement that the foreign series limited liability company that established the foreign protected series was a party to a merger permitted by the laws of its jurisdiction of formation and that it was not the surviving entity of the merger, or has converted to another type of entity under the laws of its jurisdiction of formation;","type":"section","prefixes":["I","2"],"prefix":"2","entire_prefix":"I2","prefix_anchor":"I2","level":2,"prior_prefix":"I1","next_prefix":"I3"},"13":{"id":243035,"text":"That the foreign protected series is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;","type":"section","prefixes":["I","3"],"prefix":"3","entire_prefix":"I3","prefix_anchor":"I3","level":2,"prior_prefix":"I2","next_prefix":"I4"},"14":{"id":243036,"text":"That the foreign protected series 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 registered to transact business in the Commonwealth;","type":"section","prefixes":["I","4"],"prefix":"4","entire_prefix":"I4","prefix_anchor":"I4","level":2,"prior_prefix":"I3","next_prefix":"I5"},"15":{"id":243037,"text":"A mailing address to which the clerk of the Commission may mail a copy of any process served on the clerk under subdivision 4; and","type":"section","prefixes":["I","5"],"prefix":"5","entire_prefix":"I5","prefix_anchor":"I5","level":2,"prior_prefix":"I4","next_prefix":"I6"},"16":{"id":243038,"text":"A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the foreign protected series.","type":"section","prefixes":["I","6"],"prefix":"6","entire_prefix":"I6","prefix_anchor":"I6","level":2,"prior_prefix":"I5","next_prefix":"J"},"17":{"id":243039,"text":"The Commission shall not issue a certificate of cancellation to any foreign protected series unless the foreign protected series files with the Commission a statement certifying that the foreign protected series has filed returns and has paid all state taxes to the time of the statement, or a statement that no returns are required to be filed or taxes are required to be paid. In that case the foreign protected series 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":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I6","next_prefix":"K"},"18":{"id":243040,"text":"Service of process on the clerk of the Commission is service of process on a foreign protected series 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 protected series may be made in any other manner permitted by law.","type":"section","prefixes":["K"],"prefix":"K","entire_prefix":"K","prefix_anchor":"K","level":1,"prior_prefix":"J"}},"ancestry":[{"id":13582,"edition_id":1,"name":"Protected Series","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:18","date_modified":"2026-06-26 03:45:18","permalink":{"id":148583,"object_type":"structure","relational_id":13582,"identifier":"16","token":"13.1\/12\/16","url":"\/13.1\/12\/16\/","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":66470,"structure_id":13582,"section_number":"13.1-1088","catch_line":"Definitions","url":"\/13.1-1088\/","token":"13.1\/12\/16\/13.1-1088","metadata":false},{"id":74889,"structure_id":13582,"section_number":"13.1-1089","catch_line":"Nature of protected series","url":"\/13.1-1089\/","token":"13.1\/12\/16\/13.1-1089","metadata":false},{"id":59342,"structure_id":13582,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},{"id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},{"id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},{"id":84976,"structure_id":13582,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},{"id":84390,"structure_id":13582,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","url":"\/13.1-1094\/","token":"13.1\/12\/16\/13.1-1094","metadata":false},{"id":62260,"structure_id":13582,"section_number":"13.1-1095","catch_line":"Protected series designation; amendment","url":"\/13.1-1095\/","token":"13.1\/12\/16\/13.1-1095","metadata":false},{"id":57931,"structure_id":13582,"section_number":"13.1-1096","catch_line":"Name","url":"\/13.1-1096\/","token":"13.1\/12\/16\/13.1-1096","metadata":false},{"id":56560,"structure_id":13582,"section_number":"13.1-1097","catch_line":"Registered office and registered agent","url":"\/13.1-1097\/","token":"13.1\/12\/16\/13.1-1097","metadata":false},{"id":62325,"structure_id":13582,"section_number":"13.1-1098","catch_line":"Service of process, notice, or demand","url":"\/13.1-1098\/","token":"13.1\/12\/16\/13.1-1098","metadata":false},{"id":54545,"structure_id":13582,"section_number":"13.1-1099","catch_line":"Effectiveness of notice","url":"\/13.1-1099\/","token":"13.1\/12\/16\/13.1-1099","metadata":false},{"id":83120,"structure_id":13582,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","url":"\/13.1-1099.1\/","token":"13.1\/12\/16\/13.1-1099.1","metadata":false},{"id":79166,"structure_id":13582,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","url":"\/13.1-1099.10\/","token":"13.1\/12\/16\/13.1-1099.10","metadata":false},{"id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","metadata":false},{"id":63314,"structure_id":13582,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},{"id":57119,"structure_id":13582,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},{"id":75947,"structure_id":13582,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},{"id":59476,"structure_id":13582,"section_number":"13.1-1099.15","catch_line":"Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company","url":"\/13.1-1099.15\/","token":"13.1\/12\/16\/13.1-1099.15","metadata":false},{"id":73456,"structure_id":13582,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","url":"\/13.1-1099.16\/","token":"13.1\/12\/16\/13.1-1099.16","metadata":false},{"id":77582,"structure_id":13582,"section_number":"13.1-1099.17","catch_line":"Plan of merger","url":"\/13.1-1099.17\/","token":"13.1\/12\/16\/13.1-1099.17","metadata":false},{"id":69595,"structure_id":13582,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},{"id":57317,"structure_id":13582,"section_number":"13.1-1099.19","catch_line":"Effect of merger","url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","metadata":false},{"id":87340,"structure_id":13582,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},{"id":84015,"structure_id":13582,"section_number":"13.1-1099.20","catch_line":"Application of \u00a7 13.1-1099.10 after merger","url":"\/13.1-1099.20\/","token":"13.1\/12\/16\/13.1-1099.20","metadata":false},{"id":81612,"structure_id":13582,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","metadata":false},{"id":63955,"structure_id":13582,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},{"id":67053,"structure_id":13582,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","metadata":false},{"id":74322,"structure_id":13582,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},{"id":73126,"structure_id":13582,"section_number":"13.1-1099.25","catch_line":"Uniformity of application and construction","url":"\/13.1-1099.25\/","token":"13.1\/12\/16\/13.1-1099.25","metadata":false},{"id":70064,"structure_id":13582,"section_number":"13.1-1099.26","catch_line":"Effect on certain actions","url":"\/13.1-1099.26\/","token":"13.1\/12\/16\/13.1-1099.26","metadata":false},{"id":79318,"structure_id":13582,"section_number":"13.1-1099.27","catch_line":"Relation to Electronic Signatures in Global and National Commerce Act","url":"\/13.1-1099.27\/","token":"13.1\/12\/16\/13.1-1099.27","metadata":false},{"id":83034,"structure_id":13582,"section_number":"13.1-1099.3","catch_line":"Associated members","url":"\/13.1-1099.3\/","token":"13.1\/12\/16\/13.1-1099.3","metadata":false},{"id":83613,"structure_id":13582,"section_number":"13.1-1099.4","catch_line":"Protected series membership interests","url":"\/13.1-1099.4\/","token":"13.1\/12\/16\/13.1-1099.4","metadata":false},{"id":55609,"structure_id":13582,"section_number":"13.1-1099.5","catch_line":"Management","url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","metadata":false},{"id":63606,"structure_id":13582,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","url":"\/13.1-1099.6\/","token":"13.1\/12\/16\/13.1-1099.6","metadata":false},{"id":64314,"structure_id":13582,"section_number":"13.1-1099.7","catch_line":"Limitations on liability","url":"\/13.1-1099.7\/","token":"13.1\/12\/16\/13.1-1099.7","metadata":false},{"id":59684,"structure_id":13582,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","url":"\/13.1-1099.8\/","token":"13.1\/12\/16\/13.1-1099.8","metadata":false},{"id":59181,"structure_id":13582,"section_number":"13.1-1099.9","catch_line":"Remedies of judgment creditor of associated member or protected series assignee","url":"\/13.1-1099.9\/","token":"13.1\/12\/16\/13.1-1099.9","metadata":false}],"previous_section":{"id":63955,"structure_id":13582,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},"next_section":{"id":74322,"structure_id":13582,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.23\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 636<\/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.<\/p>","references":[{"id":84976,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","order_by":null,"url":"\/13.1-1093\/"}],"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\/"},{"id":75378,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","order_by":null,"url":"\/13.1-1051\/"},{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"},{"id":59184,"section_number":"13.1-1055","catch_line":"Amendments; amended applications for registration","order_by":null,"url":"\/13.1-1055\/"},{"id":74959,"section_number":"13.1-1056.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","order_by":null,"url":"\/13.1-1056.3\/"},{"id":57931,"section_number":"13.1-1096","catch_line":"Name","order_by":null,"url":"\/13.1-1096\/"},{"id":79166,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","order_by":null,"url":"\/13.1-1099.10\/"},{"id":59684,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","order_by":null,"url":"\/13.1-1099.8\/"}],"permalink":{"id":148693,"object_type":"law","relational_id":67053,"identifier":"13.1-1099.23","token":"13.1\/12\/16\/13.1-1099.23","url":"\/13.1-1099.23\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","dublin_core":{"Title":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.23","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign series limited liability company<\/span><\/span> shall obtain from the Commission<\/span> a certificate of registration to transact business in the Commonwealth before any foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> is registered to transact business in the Commonwealth. In addition to the requirements for registration in § 13.1-1052<\/a>, the foreign series limited liability company<\/span><\/span> shall include an attachment<\/span> to its application that lists the name of each foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> and the jurisdiction<\/span> under whose law<\/span> each is established. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Except as otherwise provided in this section and subject to §§ 13.1-1099.8<\/a> and 13.1-1099.10<\/a>, the provisions of Article 10 (§ 13.1-1051<\/a> et seq.) governing foreign limited liability companies apply to a foreign protected series<\/span> as if the foreign protected series<\/span> were a foreign limited liability company<\/span><\/span> organized separately from the foreign series limited liability company<\/span><\/span> that established the foreign protected series<\/span> and distinct from the foreign series limited liability company<\/span><\/span> and any other foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An application by a foreign protected series<\/span> for a certificate of registration to transact business in the Commonwealth shall meet the requirements of \u00a7 13.1-1052<\/a> and shall also include: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name, jurisdiction of formation<\/span>, and post office address of the principal office<\/span> of the foreign protected series<\/span> applying for registration; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name and jurisdiction of formation<\/span> of the foreign series limited liability company<\/span><\/span> that established the foreign protected series<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The registered agent and registered office of a foreign protected series<\/span> shall be the same as the foreign series limited liability company<\/span><\/span> that established the foreign protected series<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The name of a foreign protected series<\/span> applying for a certificate of registration or registered to transact business in the Commonwealth shall comply with § 13.1-1096<\/a>. A foreign protected series<\/span> may comply with § 13.1-1096<\/a> pursuant to § 13.1-1054<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The requirement in § 13.1-1055<\/a> to amend<\/span> an application for registration of a foreign limited liability company<\/span><\/span> shall be applicable to a foreign protected series<\/span> that has a certificate of registration to transact business in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Whenever the certificate of registration to transact business in the Commonwealth of a foreign series limited liability company<\/span><\/span> is canceled, any certificate of registration to transact business in the Commonwealth issued to a foreign protected series<\/span> of the foreign series limited liability company<\/span><\/span> that established the foreign protected series<\/span> shall thereupon be automatically canceled. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A foreign protected series<\/span> whose certificate of registration to transact business in the Commonwealth has been canceled may have its certificate of registration reinstated in accordance with § 13.1-1056.3<\/a> as if it were a foreign limited liability company<\/span><\/span>, provided that the foreign series limited liability company<\/span><\/span> that established the foreign protected series<\/span> has a certificate of registration in effect. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> A foreign protected series<\/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 as a foreign protected series<\/span>. 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 protected series<\/span>, the name of the foreign series limited liability company<\/span><\/span> that established the foreign protected series<\/span>, the name of the jurisdiction of formation<\/span> of the foreign series limited liability company<\/span><\/span>, and the identification number issued by the Commission<\/span> to the foreign series 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 series limited liability company<\/span><\/span> that established the foreign protected series<\/span> was a party<\/span> to a merger permitted by the laws<\/span> of its jurisdiction of formation<\/span> 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 its jurisdiction of formation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the foreign protected series<\/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 protected series<\/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 registered 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 the clerk 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 protected series<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> The Commission<\/span> shall not issue<\/span> a certificate of cancellation to any foreign protected series<\/span> unless the foreign protected series<\/span> files with the Commission<\/span> a statement certifying that the foreign protected series<\/span> has filed returns and has paid all state taxes to the time of the statement, or a statement that no returns are required to be filed or taxes are required to be paid. In that case the foreign protected series<\/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

K.<\/span> Service of process<\/span> on the clerk of the Commission<\/span> is service of process<\/span> on a foreign protected series<\/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 protected series<\/span> may be made in any other manner permitted by law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTRATION OF FOREIGN SERIES LIMITED LIABILITY COMPANY AND FOREIGN PROTECTED\nSERIES; AMENDED APPLICATION; VOLUNTARY CANCELLATION; REINSTATEMENT (\u00a7\n13.1-1099.23)\n\nA. A foreign series limited liability company shall obtain from the Commission a\ncertificate of registration to transact business in the Commonwealth before any\nforeign protected series of the foreign series limited liability company is\nregistered to transact business in the Commonwealth. In addition to the\nrequirements for registration in § 13.1-1052, the foreign series limited\nliability company shall include an attachment to its application that lists the\nname of each foreign protected series of the foreign series limited liability\ncompany and the jurisdiction under whose law each is established.\n\nB. Except as otherwise provided in this section and subject to §§\n13.1-1099.8 and 13.1-1099.10, the provisions of Article 10 (§ 13.1-1051 et\nseq.) governing foreign limited liability companies apply to a foreign protected\nseries as if the foreign protected series were a foreign limited liability\ncompany organized separately from the foreign series limited liability company\nthat established the foreign protected series and distinct from the foreign\nseries limited liability company and any other foreign protected series of the\nforeign series limited liability company.\n\nC. An application by a foreign protected series for a certificate of\nregistration to transact business in the Commonwealth shall meet the\nrequirements of \u00a7 13.1-1052 and shall also include:\n\n 1. The name, jurisdiction of formation, and post office address of the\n principal office of the foreign protected series applying for registration;\n and\n\n 2. The name and jurisdiction of formation of the foreign series limited\n liability company that established the foreign protected series.\n\nD. The registered agent and registered office of a foreign protected series\nshall be the same as the foreign series limited liability company that\nestablished the foreign protected series.\n\nE. The name of a foreign protected series applying for a certificate of\nregistration or registered to transact business in the Commonwealth shall comply\nwith § 13.1-1096. A foreign protected series may comply with §\n13.1-1096 pursuant to § 13.1-1054.\n\nF. The requirement in § 13.1-1055 to amend an application for registration\nof a foreign limited liability company shall be applicable to a foreign\nprotected series that has a certificate of registration to transact business in\nthe Commonwealth.\n\nG. Whenever the certificate of registration to transact business in the\nCommonwealth of a foreign series limited liability company is canceled, any\ncertificate of registration to transact business in the Commonwealth issued to a\nforeign protected series of the foreign series limited liability company that\nestablished the foreign protected series shall thereupon be automatically\ncanceled.\n\nH. A foreign protected series whose certificate of registration to transact\nbusiness in the Commonwealth has been canceled may have its certificate of\nregistration reinstated in accordance with § 13.1-1056.3 as if it were a\nforeign limited liability company, provided that the foreign series limited\nliability company that established the foreign protected series has a\ncertificate of registration in effect.\n\nI. A foreign protected series registered to transact business in the\nCommonwealth may apply to the Commission for a certificate of cancellation to\ncancel its certificate of registration as a foreign protected series. The\napplication shall be on a form prescribed and furnished by the Commission, which\nshall set forth:\n\n 1. The name of the foreign protected series, the name of the foreign series\n limited liability company that established the foreign protected series, the\n name of the jurisdiction of formation of the foreign series limited liability\n company, and the identification number issued by the Commission to the foreign\n series limited liability company;\n\n 2. If applicable, a statement that the foreign series limited liability\n company that established the foreign protected series was a party to a merger\n permitted by the laws of its jurisdiction of formation and that it was not the\n surviving entity of the merger, or has converted to another type of entity\n under the laws of its jurisdiction of formation;\n\n 3. That the foreign protected series is not transacting business in the\n Commonwealth and that it surrenders its registration to transact business in\n the Commonwealth;\n\n 4. That the foreign protected series revokes the authority of its registered\n agent to accept service on its behalf and appoints the clerk of the Commission\n as its agent for service of process in any proceeding based on a cause of\n action arising during the time it was registered to transact business in the\n Commonwealth;\n\n 5. A mailing address to which the clerk of the Commission may mail a copy of\n any process served on the clerk 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 protected series.\n\nJ. The Commission shall not issue a certificate of cancellation to any foreign\nprotected series unless the foreign protected series files with the Commission a\nstatement certifying that the foreign protected series has filed returns and has\npaid all state taxes to the time of the statement, or a statement that no\nreturns are required to be filed or taxes are required to be paid. In that case\nthe foreign protected series may file returns and pay taxes before they would\notherwise be due. If the Commission finds that the application complies with the\nrequirements of law and all required fees have been paid, it shall issue a\ncertificate of cancellation canceling the certificate of registration.\n\nK. Service of process on the clerk of the Commission is service of process on a\nforeign protected series whose certificate of registration has been canceled\npursuant to this section. Service upon the clerk shall be made in accordance\nwith § 12.1-19.1, and service upon the foreign protected series may be made\nin any other manner permitted by law.\n\nHISTORY: 2019, c. 636.","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}}