13.1-1004 - Issuance of certificate by Commission; recordation of documents. - Virginia Statutes

§ 13.1-1004. Issuance of certificate by Commission; recordation of documents.

A. Whenever this chapter conditions the effectiveness of a document upon theissuance of a certificate by the Commission to evidence the effectiveness ofthe document, the Commission shall by order issue the certificate if it findsthat the document complies with the provisions of this chapter and that allrequired fees have been paid. The Commission shall admit any such certificateto record in its office.

B. The existence of a limited liability company shall begin at the time theCommission issues a certificate of organization unless a later date and timeare specified as provided by subsection D of this section. The certificate oforganization shall be conclusive evidence that all conditions precedentrequired to be performed by the person(s) forming the limited liabilitycompany have been complied with and that the limited liability company hasbeen formed under this chapter.

C. Whenever the Commission is directed to admit any document to record in itsoffice, it shall cause it to be spread upon its record books or to berecorded or reproduced in any other manner the Commission may deem suitable.Except as otherwise provided by law, the Commission may furnish informationfrom and provide access to any of its records by any means the Commission maydeem suitable.

D. 1. A certificate issued by the Commission is effective at the time suchcertificate is issued, unless the certificate relates to articles filed withthe Commission and the articles state that the certificate shall becomeeffective at a later time and date specified in the articles. In that event,the certificate shall become effective at the earlier of the time and date sospecified or 11:59 p.m. on the fifteenth day after the date on which thecertificate is issued by the Commission. Any other document filed with theCommission shall be effective when accepted for filing unless otherwiseprovided for in this chapter.

2. Notwithstanding subdivision 1 of this subsection, any certificate that hasa delayed effective time and date shall not become effective if, prior to theeffective time and date, the parties to the articles to which the certificaterelates file a request for cancellation with the Commission, and theCommission, by order, cancels the certificate.

3. Notwithstanding subdivision 1 of this subsection, for purposes of §§13.1-1012 and 13.1-1054, any certificate that has a delayed effective dateshall be deemed to be effective when the certificate is issued.

E. Notwithstanding any other provision of law to the contrary, the Commissionshall have the power to act upon a petition filed by a limited liabilitycompany at any time to correct Commission records so as to eliminate theeffects of clerical errors and of filings made by a person without authorityto act for the limited liability company.

(1991, c. 168; 1996, c. 265; 2010, c. 703.)