                                 CODE OF VIRGINIA

VOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (§ 13.1-1056)

A. 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:

   1. 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;

   2. 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;

   3. 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;

   4. 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;

   5. A mailing address to which the clerk of the Commission may mail a copy of
   any process served on him under subdivision 4; and

   6. 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.

B. 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.

C. 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.

D. 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 &#xA7; 12.1-19.1, and service upon the foreign limited liability
company may be made in any other manner permitted by law.

HISTORY: 1991, c. 168; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c.
17; 2016, c. 288.