13.1-1050.2 - Automatic cancellation of limited liability company existence. - Virginia Statutes

§ 13.1-1050.2. Automatic cancellation of limited liability company existence.

A. Whether or not the notice described in subsection C of § 13.1-1062 ismailed, if any limited liability company fails to pay its annual registrationfee on or before the last day of the third month immediately following itsannual registration fee due date each year, the existence of the limitedliability company shall be automatically canceled as of that day.

B. If any limited liability company whose registered agent has filed with theCommission a statement of resignation pursuant to § 13.1-1017 fails to file astatement of change pursuant to § 13.1-1016 within 31 days after the date onwhich the statement of resignation was filed, the Commission shall mailnotice to the limited liability company of the impending cancellation of itsexistence. If the limited liability company fails to file the statement ofchange on or before the last day of the second month immediately followingthe month in which the impending cancellation notice was mailed, theexistence of the limited liability company shall be automatically canceled asof that day.

C. The properties and affairs of a limited liability company whose existencehas been canceled pursuant to this section shall pass automatically to itsmanagers, or if the limited liability company is managed by its members, thento its members, or if the limited liability company has no managers ormembers, then to the holders of its interests, in each such case as trusteesin liquidation. The trustees shall then proceed to (i) collect the assets ofthe limited liability company; (ii) sell, convey, and dispose of such of itsproperties as are not to be distributed in kind to its members; (iii) pay,satisfy, and discharge its liabilities and obligations; and (iv) do all otheracts required to liquidate its business and affairs. After paying oradequately providing for the payment of all its obligations, the trusteesshall distribute the remainder of its assets, either in cash or in kind,among its members or interest holders according to their respective rightsand interests.

D. No member, manager or other agent of a limited liability company shallhave any personal obligation for any liabilities of the limited liabilitycompany, whether such liabilities arise in contract, tort, or otherwise,solely by reason of the cancellation of the limited liability company'sexistence pursuant to this section.

(2008, c. 108; 2010, c. 703.)