13.1-1050.3 - Involuntary cancellation of limited liability company existence. - Virginia Statutes

§ 13.1-1050.3. Involuntary cancellation of limited liability companyexistence.

A. The existence of a limited liability company may be canceled involuntarilyby order of the Commission when it finds that the limited liability companyhas:

1. Continued to exceed or abuse the authority conferred upon it by law;

2. Failed to maintain a registered office or a registered agent in theCommonwealth as required by law;

3. Failed to file any document required by this chapter to be filed with theCommission; or

4. Been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, foractions of its members or managers constituting a pattern or practice ofemploying unauthorized aliens in the Commonwealth.

B. Before entering any such order, the Commission shall issue a rule againstthe limited liability company giving it an opportunity to be heard and showcause why such an order should not be entered. The Commission may issue therule on its own motion or on motion of the Attorney General.

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. Any limited liability company convicted of the offense listed insubdivision A 4 shall immediately report such conviction to the Commissionand file with the Commission an authenticated copy of the judgment or recordof conviction. A limited liability company whose existence is canceledpursuant to subdivision A 4 shall not be eligible for reinstatement for aperiod of not less than one year.

(2008, c. 108; 2009, c. 167.)