A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign limited liability company, or any protected series thereof, has changed or corrected its name, merged into a domestic or foreign limited liability company, corporation, business trust, limited partnership or partnership, converted to or from a domestic or foreign corporation, business trust, limited partnership or partnership, or domesticated in or from another jurisdiction, the clerk of the Commission, upon request, shall issue a certificate reciting such change, correction, merger, conversion or domestication. The certificate may be admitted to record in the deed books, in accordance with § 17.1-227, of any court's office within the jurisdiction of which any property of the limited liability company is located in order to maintain the continuity of title records. The person filing the certificate shall pay a fee of $10 to the clerk of the court, but no tax shall be due thereon.
B. Whenever a foreign limited liability company or foreign protected series has changed or corrected its name, merged into another business entity, converted into another type of business entity, or domesticated in another jurisdiction, and it cannot or chooses not to obtain a certificate reciting such change, correction, merger, conversion or domestication from the clerk of the Commission pursuant to subsection A, a similar certificate by any competent authority of the foreign limited liability company's or foreign protected series' jurisdiction of formation may be admitted to record in the deed books, in accordance with § 17.1-227, of any recording office within the jurisdiction of which any property of the limited liability company is located in order to maintain the continuity of title records. The person filing the certificate shall pay a fee of $10 to the clerk of the court, but no tax shall be due thereon.
1991, c. 168; 1992, cc. 574, 575; 1993, c. 113; 1996, c. 282; 1997, c. 190; 2001, c. 548; 2003, c. 340; 2006, c. 912; 2007, c. 771; 2019, c. 636.
Structure Code of Virginia
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1001. Reservation of power to amend or repeal
§ 13.1-1003. Filing requirements
§ 13.1-1003.1. Filings with the Commission pursuant to reorganization
§ 13.1-1004. Issuance of certificate by Commission; recordation of documents
§ 13.1-1006. Penalty for signing false documents
§ 13.1-1011. Articles of organization
§ 13.1-1011.1. Articles of correction
§ 13.1-1014. Amendment of articles of organization
§ 13.1-1014.1. Restatement of articles of organization
§ 13.1-1015. Registered office and registered agent
§ 13.1-1016. Change of registered office or registered agent
§ 13.1-1017. Resignation of registered agent
§ 13.1-1018. Service on limited liability company
§ 13.1-1018.1. Change of principal office
§ 13.1-1019. Liability to third parties
§ 13.1-1020. Parties to actions
§ 13.1-1021. Limited liability company property
§ 13.1-1021.1. Agency of members and managers
§ 13.1-1022. Management of limited liability company
§ 13.1-1023. Operating agreement
§ 13.1-1023.1. Remedies for breach of operating agreement by member or manager
§ 13.1-1024. Management of a limited liability company by a manager or managers
§ 13.1-1024.1. General standards of conduct for a manager
§ 13.1-1025. Limitation of liability of members and managers; exception
§ 13.1-1026. Business transactions of members or managers with the limited liability company
§ 13.1-1028. Information and records
§ 13.1-1029. Sharing of profits and losses
§ 13.1-1030. Sharing of distributions
§ 13.1-1031. Interim distributions
§ 13.1-1032. Resignation of member
§ 13.1-1034. Distribution in kind
§ 13.1-1035. Restrictions on making distribution
§ 13.1-1036. Liability upon wrongful distribution
§ 13.1-1037. Right to distribution
§ 13.1-1038. Nature of interest in limited liability company
§ 13.1-1038.1. Admission of members
§ 13.1-1039. Assignment of interest
§ 13.1-1040. Right of assignee to become member
§ 13.1-1040.1. Events causing member's dissociation
§ 13.1-1040.2. Effect of a member's dissociation
§ 13.1-1041.1. Member's transferable interest subject to charging order
§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding
§ 13.1-1046. Dissolution; generally
§ 13.1-1047. Judicial dissolution
§ 13.1-1047.1. Waiver of cancellation
§ 13.1-1049. Distribution of assets upon dissolution
§ 13.1-1049.1. Known claims against dissolved limited liability company
§ 13.1-1049.2. Other claims against dissolved limited liability company
§ 13.1-1049.3. Court proceedings
§ 13.1-1050. Articles of cancellation
§ 13.1-1050.2. Automatic cancellation of limited liability company existence
§ 13.1-1050.3. Involuntary cancellation of limited liability company existence
§ 13.1-1050.4. Reinstatement of a limited liability company that has ceased to exist
§ 13.1-1050.5. Survival of remedy after cancellation of existence
§ 13.1-1051. Authority to transact business required; governing law
§ 13.1-1052. Application for certificate of registration
§ 13.1-1054. Name of foreign limited liability company
§ 13.1-1055. Amendments; amended applications for registration
§ 13.1-1056. Voluntary cancellation of certificate of registration
§ 13.1-1056.1. Automatic cancellation of certificate of registration
§ 13.1-1056.2. Involuntary cancellation of certificate of registration
§ 13.1-1056.3. Reinstatement of a certificate of registration that has been canceled
§ 13.1-1057. Transaction of business without registration
§ 13.1-1058. Actions by Attorney General
§ 13.1-1059. Transactions not constituting doing business
§ 13.1-1064. Penalty for failure to timely pay annual registration fees
§ 13.1-1066. Collection of unpaid bills for annual registration fees
§ 13.1-1067. Property title records
§ 13.1-1071. Action on a plan of merger
§ 13.1-1072. Articles of merger
§ 13.1-1073.1. Abandonment of merger
§ 13.1-1076. Action on plan of domestication by a domestic limited liability company
§ 13.1-1077. Articles of domestication
§ 13.1-1078. Surrender of articles of organization upon domestication
§ 13.1-1079. Effect of domestication
§ 13.1-1080. Abandonment of domestication
§ 13.1-1082. Entity conversion
§ 13.1-1083. Plan of entity conversion
§ 13.1-1084. Action on plan of entity conversion
§ 13.1-1085. Articles of entity conversion
§ 13.1-1086. Effect of entity conversion
§ 13.1-1087. Abandonment of entity conversion
§ 13.1-1089. Nature of protected series
§ 13.1-1090. Powers and duration of protected series
§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter
§ 13.1-1093. Additional limitations on operating agreement
§ 13.1-1095. Protected series designation; amendment
§ 13.1-1097. Registered office and registered agent
§ 13.1-1098. Service of process, notice, or demand
§ 13.1-1099. Effectiveness of notice
§ 13.1-1099.1. Annual registration fees
§ 13.1-1099.2. Associated assets
§ 13.1-1099.3. Associated members
§ 13.1-1099.4. Protected series membership interests
§ 13.1-1099.7. Limitations on liability
§ 13.1-1099.8. Claim seeking to disregard limitation of liability
§ 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee
§ 13.1-1099.10. Enforcement of claim against non-associated asset
§ 13.1-1099.11. Events causing dissolution of protected series
§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation
§ 13.1-1099.14. Protected series may not be party to entity transaction
§ 13.1-1099.16. Merger authorized; parties restricted
§ 13.1-1099.17. Plan of merger
§ 13.1-1099.18. Articles of merger
§ 13.1-1099.19. Effect of merger
§ 13.1-1099.20. Application of § 13.1-1099.10 after merger
§ 13.1-1099.25. Uniformity of application and construction
§ 13.1-1099.26. Effect on certain actions
§ 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act