                                 CODE OF VIRGINIA

WINDING UP (§ 13.1-1048)

A. The winding up of a limited liability company shall be completed when all
debts, liabilities, and obligations of the limited liability company have been
paid and discharged or reasonably adequate provision therefor has been made, and
all of the remaining property and assets of the limited liability company have
been distributed to the members.

B. Unless otherwise provided in the articles of organization or an operating
agreement, upon the dissolution of a limited liability company, the members may
wind up the limited liability company&#8217;s affairs; however, the circuit
court of the locality in which the registered office of the limited liability
company is located, on cause shown, may wind up the limited liability
company&#8217;s affairs on application of any member, his legal representative,
or assignee, and in connection therewith, may appoint one or more liquidating
trustees.

C. Upon dissolution of a limited liability company and until the effective date
of a certificate of cancellation issued pursuant to &#xA7; 13.1-1050, the
liquidating trustees, in the name and on behalf of the limited liability
company, may (i) prosecute and defend suits, whether civil, criminal or
administrative, (ii) wind up the limited liability company&#8217;s business,
(iii) dispose of and convey the limited liability company&#8217;s property, (iv)
discharge or make reasonable provision for the limited liability company&#8217;s
liabilities, and (v) distribute to the members any remaining assets of the
limited liability company, all without affecting the liability of members and
without imposing the liability of a general partner on a liquidating trustee.

HISTORY: 1991, c. 168; 1995, c. 168; 2002, c. 288; 2004, c. 601; 2006, c. 748;
2008, c. 108.