Virginia § 13.1-1099.12 Winding up dissolved protected series; voluntary cancellation

Virginia Statutes

§ 13.1-1099.12 — Winding up dissolved protected series; voluntary cancellation

Virginia § 13.1-1099.12

Title 13.1Corporations

Ch. 12Virginia Limited Liability Company Act

Art. 16Protected Series

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Bluebook

Va. Code Ann. § 13.1-1099.12 (2026).

Text

A.Subject to subsection B and in accordance with § 13.1-1094:

1.A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and

2.Judicial supervision or other judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in the winding up of a limited liability company.

B.When the affairs of a protected series have been wound up, the series limited liability company that established the protected series shall deliver to the Commission for filing a statement of designation cancellation setting forth:

1.The name of the protected series;

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A. Subject to subsection B and in accordance with § 13.1-1094:

1. A dissolved protected series shall wind up its activities and affairs in the same manner that a limited liability company winds up its affairs under Article 9 (§ 13.1-1046 et seq.); and

2. Judicial supervision or other judicial remedy is available in the winding up of the protected series to the same extent, in the same manner, and under the same conditions that apply under Article 9 (§ 13.1-1046 et seq.) in the winding up of a limited liability company.

B. When the affairs of a protected series have been wound up, the series limited liability company that established the protected series shall deliver to the Commission for filing a statement of designation cancellation setting forth:

1. The name of the protected series;

2. The identification number issued by the Commission to the protected series;

3. The name of the series limited liability company that established the protected series;

4. The effective date of the certificate of protected series designation;

5. A statement that the protected series has completed the winding up its affairs; and

6. Any other information that the associated members of the protected series determine to include therein, including the reason for the filing of the statement of designation cancellation.

C. If the Commission finds that the statement of designation cancellation complies with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of designation cancellation, canceling the protected series' existence. Upon the effective date of such certificate, the existence of the protected series shall cease, except for the purpose of suits, other proceedings, and appropriate actions by members as provided in this chapter.

D. A series limited liability company does not complete its winding up until each of its protected series has completed its winding up.