                                 CODE OF VIRGINIA

INVOLUNTARY CANCELLATION OF LIMITED LIABILITY COMPANY EXISTENCE (§ 13.1-1050.3)

A. The existence of a limited liability company may be canceled involuntarily by
order of the Commission when it finds that the limited liability company has:

   1. Continued to exceed or abuse the authority conferred upon it by law;

   2. Failed to maintain a registered office or a registered agent in the
   Commonwealth as required by law;

   3. Failed to file any document required by this chapter to be filed with the
   Commission; or

   4. Been convicted for a violation of 8 U.S.C. &#xA7; 1324a (f), as amended,
   for actions of its members or managers constituting a pattern or practice of
   employing unauthorized aliens in the Commonwealth.

B. Before entering any such order, the Commission shall issue a rule against the
limited liability company giving it an opportunity to be heard and show cause
why such an order should not be entered. The Commission may issue the rule on
its own motion or on motion of the Attorney General.

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. Any limited liability company convicted of the offense listed in subdivision
A 4 shall immediately report such conviction to the Commission and file with the
Commission an authenticated copy of the judgment or record of conviction. A
limited liability company whose existence is canceled pursuant to subdivision A
4 shall not be eligible for reinstatement for a period of not less than one
year.

HISTORY: 2008, c. 108; 2009, c. 167.