                                 CODE OF VIRGINIA

ISSUANCE OF CERTIFICATE BY COMMISSION; RECORDATION OF DOCUMENTS (§ 13.1-1004)

A. Whenever this chapter conditions the effectiveness of a document upon the
issuance of a certificate by the Commission to evidence the effectiveness of the
document, the Commission shall by order issue the certificate if it finds that
the document complies with the provisions of this chapter and that all required
fees have been paid. The Commission shall admit any such certificate to record
in its office.

B. The existence of a limited liability company or a protected series shall
begin at the time the Commission issues a certificate of organization or
certificate of protected series designation unless a later date and time are
specified as provided by subsection D. The certificate of organization shall be
conclusive evidence that all conditions precedent required to be performed by
the person(s) forming the limited liability company have been complied with and
that the limited liability company has been formed under this chapter.

C. Whenever the Commission is directed to admit any document to record in its
office, it shall cause it to be spread upon its record books or to be recorded
or reproduced in any other manner the Commission may deem suitable. Except as
otherwise provided by law, the Commission may furnish information from and
provide access to any of its records by any means the Commission may deem
suitable.

D. 1. A certificate issued by the Commission is effective at the time such
certificate is issued, unless the certificate relates to articles filed with the
Commission or a statement filed with the Commission pursuant to Article 16 (§
13.1-1088 et seq.) and the articles or statement states that the certificate
shall become effective at a later time or date specified in the articles or
statement. In that event, the certificate shall become effective at the earlier
of the time and date so specified or 11:59 p.m. on the fifteenth day after the
date on which the certificate is issued by the Commission. If a delayed
effective date is specified, but no time is specified, the effective time shall
be 12:01 a.m. on the date specified. Any other document filed with the
Commission shall be effective when accepted for filing unless otherwise provided
for in this chapter.

   2. Notwithstanding subdivision 1, any certificate that has a delayed effective
   time or date shall not become effective if, prior to the effective time and
   date, a statement of cancellation signed by each party to the articles or
   statement to which the certificate relates is delivered to the Commission for
   filing. If the Commission finds that the statement of cancellation complies
   with the requirements of law, it shall, by order, cancel the certificate.

   3. A statement of cancellation shall contain:
   				a. The name of the limited liability company;
   				b. The name of the articles or statement and the date on which the
   articles or statement were filed with the Commission;
   				c. The time and date on which the Commission&#8217;s certificate becomes
   effective; and
   				d. A statement that the articles or statement are being canceled in
   accordance with this section.

   4. Notwithstanding subdivision 1, for purposes of &#xA7;&#xA7; 13.1-1012,
   13.1-1054, and 13.1-1096, any certificate that has a delayed effective date
   shall be deemed to be effective when the certificate is issued.

   5. For articles or a statement with a delayed effective date and time, the
   effective date and time shall be Eastern Time.

E. Notwithstanding any other provision of law to the contrary, the Commission
shall have the power to act upon a petition filed by a limited liability company
or protected series at any time to correct Commission records so as to eliminate
the effects of clerical errors and of filings made by a person without authority
to act for the limited liability company.

HISTORY: 1991, c. 168; 1996, c. 265; 2010, c. 703; 2019, c. 636; 2021, Sp. Sess.
I, c. 487.