Fill and Sign the Virginia Dissolve Llc Form

LIMITED LIABILITY COMPANY DISSOLUTION VIRGINIA Electronic Version STATUTORY REFERENCE Virginia Code, §§13.1-1046 through 13.1-1050.1 INTRODUCTORY NOTES A Virginia limited liability company (LLC) is dissolved and it must wind up its business affairs upon the happening of the first to occur of the following:  At the time or on the happening of any events specified in writing in the articles of organization or an operating agreement;  Upon the unanimous written consent of the members;  At any time there are no members.  The entry of a decree of judicial dissolution under § 13.1-1047; or  Automatic cancellation of its certificate pursuant to § 13.1-1064. A LLC is not required to wind up its affairs if the articles of organization or the operating agreement provide that,  Within six months (or such period as is provided for in the articles of organization or the operating agreement) after the occurrence of the event that caused the dissociation of the last remaining member, the personal representative of the last remaining member agrees in writing to continue the limited liability company until the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member. The articles of organization or the operating agreement may provide that the personal representative of the last remaining member shall be obligated to agree in writing to continue the limited liability company and to the admission of the personal representative of that member or its nominee or designee to the limited liability company as a member, effective as of the occurrence of the event that caused the dissociation of the last remaining member; or  A member is admitted to the limited liability company in the manner provided for in the articles of organization or the operating agreement, effective as of the occurrence of the event that caused the dissociation of the last remaining member, within six months (or such other period as is provided for in the operating agreement) after the occurrence of the event that caused the dissociation of the last remaining member, pursuant to a provision of the articles of organization or the operating agreement that specifically provides for the admission of a member to the limited liability company after there is no longer a remaining member of the limited liability company. The circuit court of the locality in which the registered office of the LLC is located may decree dissolution of a LLC if it is not reasonably practicable to carry on the business in conformity with the articles of organization and any operating agreement. The application for dissolution must be made by or for a member of the LLC. THIS FORM PACKAGE DOES NOT ADDRESS JUDICIAL DISSOLUTION. When a LLC is dissolved, the members may wind up the limited liability company's affairs. However, the circuit court of the locality in which the registered office of LLC is located, on cause shown, may wind up the LLC's affairs on application of any member, his legal representative, or assignee. In the winding up process, the assets of the LLC must be distributed as follows (and in the following order): 1. To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than for distributions to members under § 13.1-1031 ("…a member is entitled to receive distributions from a limited liability company before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the articles of organization or an operating agreement."); 2. To members and former members in satisfaction of liabilities for distributions under §3.1-1031; and 3. To members for the return of their contributions and, with respect to their interests in the LLC, in the proportions in which the members share in distributions. Winding up is completed when all debts, liabilities, and obligations of the LLC have been paid and discharged or reasonably adequate provision for those debts, liabilities and obligations HAs been made and all of the remaining property and assets of the limited liability company have been distributed to the members. When the winding up process is completed, a certificate of Certificate of Cancellation is filed with the State Corporation Commission. ________________________________________ STEPS AND GUIDELINES TO DISSOLVE A VIRGINIA LIMITED LIABILITY COMPANY Step 1: SEE FORM 1 - CONSENT OF MEMBERS TO DISSOLUTION Step 2: Complete the winding up process as set out above in the Introductory Notes. Step 3: SEE FORM 2 - CERTIFICATE OF CANCELLATION Instructions to complete the Certificate of Cancellation:  THIS CERTIFICATE MUST BE IN THE ENGLISH LANGUAGE, MUST BE TYPED OR PRINTED LEGIBLY IN BLACK INK, AND BE REPRODUCIBLE.  1. Provide the name of the LLC.  2. Provide the date on which the Articles of Organization were filed and the date(s), if any, on which amendment(s) to the Articles were filed.  3. Provide the reason(s) for filing the Certificate of Cancellation. It will probably be sufficient to state this in broad, general terms (for example, "going out of business")  4. The cancellation is effective on the date of filing. If you want a different effective date, provide that date here.  5. Provide any additional information you think is essential.  6. This document should be signed on behalf of the LLC by any manager or other person who has been delegated the right and power to manage the business and affairs of the limited liability company. If there are no managers or other such persons have been selected, then the certificate should be signed by any member of the limited liability company, or if the company has not been formed, by the person who signed the original articles of organization. If the company is in the hands of a receiver, trustee, or other court-appointed fiduciary, by the certificate should be signed by that fiduciary.  File the original and one copy of the Articles of Dissolution.  The filing fee is $25.00. Mail the original and one copy of the CERTIFICATE OF CANCELLATION and the $25.00 filing fee (make check payable to the State Corporation Commission) to: MAILING ADDRESS Clerk of the State Corporation Commission PO Box 1197 Richmond, VA 23219 DELIVERY ADDRESS Clerk of the State Corporation Commission 1300 E. Main Street Richmond, VA 23218-1197 Telephone (804) 371-9733. A cover letter to send with the Certificate of Cancellation is included. SEE FORM A - TRANSMITTAL LETTER Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Clerk of the State Corporation Commission PO Box 1197 Richmond, VA 23219 Re: Certificate of Cancellation Dear Sir: Enclosed you will find the original and one copy of CERTIFICATE OF DISSOLUTION along with the FILING fee of $25.00. Please file and provide a “filed” copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, Enclosures Check # __________ Enclosed for $________ FORM 1 WRITTEN CONSENT OF THE MEMBERS WRITTEN CONSENT OF THE MEMBERS OF _________________________________ A VIRGINIA LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, a Virginia limited liability company, hereby consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/VA/VA-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM.