13.1-1048 - Winding up. - Virginia Statutes

§ 13.1-1048. Winding up.

A. The winding up of a limited liability company shall be completed when alldebts, liabilities, and obligations of the limited liability company havebeen paid and discharged or reasonably adequate provision therefor has beenmade, and all of the remaining property and assets of the limited liabilitycompany have been distributed to the members.

B. Unless otherwise provided in the articles of organization or an operatingagreement, upon the dissolution of a limited liability company, the membersmay wind up the limited liability company's affairs; however, the circuitcourt of the locality in which the registered office of the limited liabilitycompany is located, on cause shown, may wind up the limited liabilitycompany's affairs on application of any member, his legal representative, orassignee, and in connection therewith, may appoint one or more liquidatingtrustees.

C. Upon dissolution of a limited liability company and until the effectivedate of a certificate of cancellation issued pursuant to § 13.1-1050, theliquidating trustees, in the name and on behalf of the limited liabilitycompany, may (i) prosecute and defend suits, whether civil, criminal oradministrative, (ii) wind up the limited liability company's business, (iii)dispose of and convey the limited liability company's property, (iv)discharge or make reasonable provision for the limited liability company'sliabilities, and (v) distribute to the members any remaining assets of thelimited liability company, all without affecting the liability of members andwithout imposing the liability of a general partner on a liquidating trustee.

(1991, c. 168; 1995, c. 168; 2002, c. 288; 2004, c. 601; 2006, c. 748; 2008,c. 108.)