                                 CODE OF VIRGINIA

REINSTATEMENT OF A LIMITED LIABILITY COMPANY THAT HAS CEASED TO EXIST (§
13.1-1050.4)

A. A limited liability company that has ceased to exist may apply to the
Commission for reinstatement within five years thereafter, unless the
cancellation was by order of the Commission (i) entered pursuant to subdivision
A 1 of &#xA7; 13.1-1050.3 or (ii) entered pursuant to &#xA7; 13.1-1047 and the
circuit court&#8217;s decree directing dissolution contains no provision for
reinstatement of the existence of the limited liability company.

B. To have its existence reinstated, a limited liability company shall provide
the Commission with the following:

   1. An application for reinstatement, which may be in the form of a letter,
   that includes the identification number issued by the Commission to the
   limited liability company;

   2. A reinstatement fee of $100;

   3. All annual registration fees and penalties that were due before the limited
   liability company ceased to exist and that would have been assessed or imposed
   to the date of reinstatement if the limited liability company&#8217;s
   existence had not been canceled;

   4. If the name of the limited liability company does not comply with the
   provisions of &#xA7; 13.1-1012 at the time of reinstatement, articles of
   amendment to the articles of organization to change the limited liability
   company&#8217;s name to a name that satisfies the provisions of &#xA7;
   13.1-1012, with the fee required by this chapter for the filing of articles of
   amendment; and

   5. If the limited liability company&#8217;s registered agent has filed a
   statement of resignation and a new registered agent has not been appointed, a
   statement of change pursuant to &#xA7; 13.1-1016.

C. If the limited liability company complies with the provisions of this
section, the Commission shall enter an order of reinstatement of existence. Upon
entry of the order, the existence of the limited liability company shall be
deemed to have continued from the date of the cancellation as if cancellation
had never occurred, and any liability incurred by the limited liability company
or a member, manager, or other agent after the cancellation and before the
reinstatement is determined as if cancellation of the limited liability
company&#8217;s existence had never occurred.

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