                                 CODE OF VIRGINIA

WINDING UP DISSOLVED PROTECTED SERIES; VOLUNTARY CANCELLATION (§ 13.1-1099.12)

A. Subject to subsection B and in accordance with § 13.1-1094:

   1. A dissolved protected series shall wind up its activities and affairs in
   the same manner that a limited liability company winds up its affairs under
   Article 9 (&#xA7; 13.1-1046 et seq.); and

   2. Judicial supervision or other judicial remedy is available in the winding
   up of the protected series to the same extent, in the same manner, and under
   the same conditions that apply under Article 9 (&#xA7; 13.1-1046 et seq.) in
   the winding up of a limited liability company.

B. When the affairs of a protected series have been wound up, the series limited
liability company that established the protected series shall deliver to the
Commission for filing a statement of designation cancellation setting forth:

   1. The name of the protected series;

   2. The identification number issued by the Commission to the protected series;

   3. The name of the series limited liability company that established the
   protected series;

   4. The effective date of the certificate of protected series designation;

   5. A statement that the protected series has completed the winding up its
   affairs; and

   6. Any other information that the associated members of the protected series
   determine to include therein, including the reason for the filing of the
   statement of designation cancellation.

C. If the Commission finds that the statement of designation cancellation
complies with the requirements of law and that all required fees have been paid,
it shall by order issue a certificate of designation cancellation, canceling the
protected series&#8217; existence. Upon the effective date of such certificate,
the existence of the protected series shall cease, except for the purpose of
suits, other proceedings, and appropriate actions by members as provided in this
chapter.

D. A series limited liability company does not complete its winding up until
each of its protected series has completed its winding up.

HISTORY: 2019, c. 636.