13.1-1050.4 - Reinstatement of a limited liability company that has ceased to exist. - Virginia Statutes

§ 13.1-1050.4. Reinstatement of a limited liability company that has ceasedto exist.

A. A limited liability company that has ceased to exist may apply to theCommission for reinstatement within five years thereafter, unless thecancellation was by order of the Commission (i) entered pursuant tosubdivision A 1 of § 13.1-1050.3 or (ii) entered pursuant to § 13.1-1047 andthe circuit court's decree directing dissolution contains no provision forreinstatement of the existence of the limited liability company.

B. To have its existence reinstated, a limited liability company shallprovide the Commission with the following:

1. An application for reinstatement signed by a manager or member of thelimited liability company, which may be in the form of a letter;

2. A reinstatement fee of $100;

3. All annual registration fees and penalties that were due before thelimited liability company ceased to exist and that would have been assessedor imposed to the date of reinstatement if the limited liability company'sexistence had not been canceled;

4. If the name of the limited liability company does not comply with theprovisions of § 13.1-1012 at the time of reinstatement, articles of amendmentto the articles of organization to change the limited liability company'sname to a name that satisfies the provisions of § 13.1-1012, with the feerequired by this chapter for the filing of articles of amendment; and

5. If the limited liability company's registered agent has filed a statementof resignation and a new registered agent has not been appointed, a statementof change pursuant to § 13.1-1016.

C. If the limited liability company complies with the provisions of thissection, the Commission shall enter an order of reinstatement of existence.Upon entry of the order, the existence of the limited liability company shallbe deemed to have continued from the date of the cancellation as ifcancellation had never occurred, and any liability incurred by the limitedliability company or a member, manager, or other agent after the cancellationand before the reinstatement is determined as if cancellation of the limitedliability company's existence had never occurred.

(2008, c. 108.)