                                 CODE OF VIRGINIA

AUTOMATIC CANCELLATION OF LIMITED LIABILITY COMPANY EXISTENCE (§ 13.1-1050.2)

A. Whether or not the notice described in subsection B of &#xA7; 13.1-1064 is
mailed, if any limited liability company fails to pay its annual registration
fee on or before the last day of the third month immediately following its
annual registration fee due date each year, the existence of the limited
liability company shall be automatically canceled as of that day.

B. If any limited liability company whose registered agent has filed with the
Commission a statement of resignation pursuant to &#xA7; 13.1-1017 fails to file
a statement of change pursuant to &#xA7; 13.1-1016 within 31 days after the date
on which the statement of resignation was filed, the Commission shall mail
notice to the limited liability company of the impending cancellation of its
existence. If the limited liability company fails to file the statement of
change on or before the last day of the second month immediately following the
month in which the impending cancellation notice was mailed, the existence of
the limited liability company shall be automatically canceled as of that day.

C. The properties and affairs of a limited liability company whose existence has
been canceled pursuant to this section shall pass automatically to its managers,
or if the limited liability company is managed by its members, then to its
members, or if the limited liability company has no managers or members, then to
the holders of its interests, in each such case as trustees in liquidation. The
trustees shall then proceed to (i) collect the assets of the limited liability
company; (ii) sell, convey, and dispose of such of its properties as are not to
be distributed in kind to its members; (iii) pay, satisfy, and discharge its
liabilities and obligations; and (iv) do all other acts required to liquidate
its business and affairs. After paying or adequately providing for the payment
of all its obligations, the trustees shall distribute the remainder of its
assets, either in cash or in kind, among its members or interest holders
according to their respective rights and interests.

D. No member, manager or other agent of a limited liability company shall have
any personal obligation for any liabilities of the limited liability company,
whether such liabilities arise in contract, tort, or otherwise, solely by reason
of the cancellation of the limited liability company&#8217;s existence pursuant
to this section.

HISTORY: 2008, c. 108; 2010, c. 703; 2013, c. 17.