2006 Code of Virginia § 13.1-1064 - Penalty for failure to timely pay annual registration fees or file statement of change

13.1-1064. Penalty for failure to timely pay annual registration fees orfile statement of change.

A. Any domestic or any foreign limited liability company failing to pay theannual registration fee into the state treasury within the time prescribed in 13.1-1062 shall incur a penalty thereon of $25, which shall be added to theamount of the annual registration fee due. The penalty prescribed hereinshall be in addition to any other penalties and liabilities imposed by law.

B. 1. If any domestic or foreign limited liability company fails to pay on orbefore October 1 of the year assessed the annual registration fee, theCommission shall mail notice to the limited liability company of impendingcancellation of its certificate of organization or certificate ofregistration, as the case may be. The certificate shall be automaticallycanceled if any annual registration fee is unpaid as of December 31 of thatyear. A domestic limited liability company whose certificate has beencanceled pursuant to this section is dissolved upon cancellation and shall bewound up pursuant to Article 9 ( 13.1-1046 et seq.) of this chapter.

2. If any domestic or foreign limited liability company whose registeredagent has filed with the Commission his statement of resignation pursuant to 13.1-1017 fails to file a statement of change pursuant to 13.1-1016within 31 days after the date on which the statement of resignation wasfiled, the Commission shall mail notice to the limited liability company ofimpending cancellation of its certificate of organization or certificate ofregistration, as the case may be. If the limited liability company fails tofile the statement of change before the last day of the second monthimmediately following the month in which the impending cancellation noticewas mailed, the certificate shall be automatically canceled as of that day. Adomestic limited liability company whose certificate has been canceledpursuant to this section is dissolved upon cancellation and shall be wound uppursuant to Article 9 ( 13.1-1046 et seq.) of this chapter.

3. If the certificate of a domestic limited liability company is canceledpursuant to subdivisions 1 or 2, its properties and affairs shall passautomatically to its managers, or if the limited liability company is managedby its members, then to its members, or if the limited liability company hasno managers or members, then to the holders of its interests, as trustees inliquidation. The trustees shall then proceed to (i) collect the assets of thelimited liability company; (ii) sell, convey, and dispose of such of itsproperties as are not to be distributed in kind to its members; (iii) pay,satisfy, and discharge its liabilities and obligations; and (iv) do all otheracts required to liquidate its business and affairs. After paying oradequately providing for the payment of all its obligations, the trusteesshall distribute the remainder of its assets, either in cash or in kind,among its members or interest holders according to their respective rightsand interests.

C. No member, manager or other agent of a limited liability company shallhave any personal obligation for any liabilities of the limited liabilitycompany, whether such liabilities arise in contract, tort or otherwise,solely by reason of the failure or refusal of that limited liability companyto pay the annual registration fee or by reason of the cancellation of thelimited liability company's certificate of organization or certificate ofregistration, as applicable, pursuant to subsection B of this section.

D. A domestic or foreign limited liability company whose certificate oforganization or certificate of registration has been canceled pursuant tosubsection B of this section or 13.1-1056 may be relieved of thecancellation, and its certificate of organization or certificate ofregistration shall be reinstated (i) by paying, not later than five yearsfollowing the date of cancellation, the annual registration fee required by 13.1-1062, together with the late fee imposed by subsection A of thissection; a reinstatement fee of $100; and all registration fees and penaltiesthat were due before the certificate was canceled and would have become duehad the certificate not been canceled; and (ii) by filing a dulyauthenticated copy of any amendments made to the articles of organization bya foreign limited liability company and any mergers entered into by a foreignlimited liability company, from the date of cancellation pursuant tosubsection B of this section to the date of reinstatement. If the name of thelimited liability company is not available at the time of reinstatement, as aprecondition to reinstatement the limited liability company, if domestic,shall file an amendment to its articles of organization to change its name,or if foreign, shall adopt a designated name, to satisfy the requirements of 13.1-1012.

E. If the domestic or foreign limited liability company complies with theprovision of, and pays the fees required by, subsection D of this section,the Commission shall reinstate the certificate of organization or certificateof registration of the limited liability company. A domestic or foreignlimited liability company whose certificate of organization or certificate ofregistration is reinstated within five years after the date on which it wascanceled pursuant to subsection B of this section or 13.1-1056 shall bedeemed not to have had its certificate of organization or certificate ofregistration canceled. In that event, the reinstated domestic or foreignlimited liability company resumes carrying on its business as if neithercancellation nor dissolution had ever occurred, and any liability incurred bythat domestic or foreign limited liability company or a member, manager orother agent after the cancellation and before the reinstatement is determinedas if cancellation had never occurred.

(1991, c. 168; 1997, c. 190; 2000, c. 52; 2004, cc. 274, 601; 2005, c. 255.)