LLC Administrative Dissolution and Involuntary Termination in Virginia

At a glance

Requirements one by one

Fee and registered-agent deadlines

Under Va. Code § 13.1-1062(A), the ordinary annual registration fee is due by the last day of the twelfth month following organization and by that date each year thereafter. Section 13.1-1064(A) adds a $25 late penalty. Although § 13.1-1064(B) directs the Commission to mail a penalty and impending-cancellation notice, § 13.1-1050.2(A) makes cancellation automatic at the end of the third month after the fee due date, whether that notice was mailed or not.

A resigning agent must send a copy of the resignation to the LLC's principal office under § 13.1-1017(A). If no replacement statement is filed within 31 days after the resignation was filed, § 13.1-1050.2(B) directs the Commission to mail an impending-cancellation notice. The LLC can still file the change through the last day of the second month after the month that warning was mailed. If it does not, cancellation occurs automatically on that last day.

Commission-order route

Under § 13.1-1050.3(A), the Commission may instead cancel existence by order for continued abuse of legal authority, failure to maintain an agent or office, failure to file a required document, or the specified federal employment-law conviction. Before entering the order, § 13.1-1050.3(B) requires a rule giving the LLC an opportunity to be heard and show cause. For a cancellation based on the conviction ground, subsection D bars reinstatement for at least one year.

Liquidation and return to existence

Sections 13.1-1050.2(C) and 13.1-1050.3(C) transfer the canceled LLC's affairs to managers, managing members, or interest holders as trustees in liquidation. They collect and dispose of assets, discharge liabilities, and distribute what remains. Section 13.1-1050.5 preserves remedies on claims existing before cancellation and permits proceedings in the LLC's name. If an LLC has no registered agent, § 13.1-1018(B) makes the Commission clerk an agent for service.

Section 13.1-1050.4(A) lets most canceled LLCs apply for reinstatement within five years, except a cancellation order for authority abuse and the specified court-directed dissolution. The applicant must provide the documents and payments in subsection B. If it qualifies, the Commission enters an order; subsection C treats existence as continuous from cancellation.

What trips people up

A late fee and a canceled existence are different events. The § 13.1-1064 penalty attaches when the payment deadline passes, while § 13.1-1050.2(A) sets cancellation at the end of the later third month. The mailed notice does not move that cancellation date.

A protected series pays its own annual registration fee under § 13.1-1099.1, and that section applies § 13.1-1050.2 to the series. Section 13.1-1099.11 also dissolves a protected series when its parent series LLC is automatically or involuntarily canceled.

Common questions

Can a canceled LLC defend an older claim? Yes. Section 13.1-1050.5 permits an action by or against it to continue in the LLC's name for a claim existing before cancellation.

Does every cancellation qualify for immediate reinstatement? No. Section 13.1-1050.4(A) excludes an authority-abuse cancellation order, and § 13.1-1050.3(D) imposes an additional waiting period for the specified conviction ground.

Statutes and sources

• Va. Code § 13.1-1046 — official text excerpt: “A limited liability company organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:” https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1046/ (accessed 2026-09-26).
• Va. Code § 13.1-1050.2 — official text excerpt: “A. Whether or not the notice described in subsection B of § 13.1-1064 is mailed, if any limited liability company fails to pay its annual registration fee on or before the last day” https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1050.2/ (accessed 2026-09-26).
• Va. Code § 13.1-1050.3 — official text excerpt: “A. The existence of a limited liability company may be canceled involuntarily by order of the Commission when it finds that the limited liability company has:” https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1050.3/ (accessed 2026-09-26).
• Va. Code § 13.1-1050.4 — official text excerpt: “A. A limited liability company that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Comm” https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1050.4/ (accessed 2026-09-26).
• Va. Code § 13.1-1062 — official text excerpt: “A. Every domestic limited liability company, every protected series, every foreign limited liability company registered to transact business in the Commonwealth, and every foreign ” https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1062/ (accessed 2026-09-26).
• Va. Code § 13.1-1064 — official text excerpt: “A. Any domestic or foreign limited liability company, or any protected series thereof, that fails to pay the annual registration fee into the state treasury within the time prescri” https://law.lis.virginia.gov/vacode/title13.1/chapter12/section13.1-1064/ (accessed 2026-09-26).
• Va. Code § 13.1-1050.5 — official text excerpt: “The cancellation of existence of a limited liability company shall not take away or impair any remedy available to or against the limited liability company or its members or manage” https://law.lis.virginia.gov/vacodefull/title13.1/chapter12/ (accessed 2026-09-26).
• Va. Code § 13.1-1017 — official text excerpt: “A. A registered agent may resign as agent for the domestic or foreign limited liability company by signing and filing with the Commission a statement of resignation stating (i) the” https://law.lis.virginia.gov/vacodefull/title13.1/chapter12/ (accessed 2026-09-26).
• Va. Code § 13.1-1018 — official text excerpt: “B. Whenever a domestic or foreign limited liability company fails to appoint or maintain a registered agent in this Commonwealth, or whenever its registered agent cannot with reaso” https://law.lis.virginia.gov/vacodefull/title13.1/chapter12/ (accessed 2026-09-26).
• Va. Code § 13.1-1099.1 — official text excerpt: “The Commission shall assess and collect from each protected series and each foreign protected series whose existence or registration to transact business in Virginia has not been c” https://law.lis.virginia.gov/vacodefull/title13.1/chapter12/ (accessed 2026-09-26).
• Va. Code § 13.1-1099.11 — official text excerpt: “A protected series of a series limited liability company is dissolved, and its activities and affairs shall be wound up, upon the:” https://law.lis.virginia.gov/vacodefull/title13.1/chapter12/ (accessed 2026-09-26).