2006 Code of Virginia § 13.1-1048 - Winding up

13.1-1048. Winding up.

A. Unless otherwise provided in the articles of organization or an operatingagreement, upon the dissolution of a limited liability company, the membersmay wind up the limited liability company's affairs; but the circuit court ofthe locality in which the registered office of the limited liability companyis located, on cause shown, may wind up the limited liability company'saffairs on application of any member, his legal representative, or assignee,and in connection therewith, may appoint one or more liquidating trustees.

B. Upon dissolution of a limited liability company and until the effectivedate of a certificate of cancellation issued pursuant to 13.1-1050, theliquidating trustees, in the name and on behalf of the limited liabilitycompany, may (i) prosecute and defend suits, whether civil, criminal oradministrative, (ii) wind up the limited liability company's business, (iii)dispose of and convey the limited liability company's property, (iv)discharge or make reasonable provision for the limited liability company'sliabilities, and (v) distribute to the members any remaining assets of thelimited liability company, all without affecting the liability of members andwithout imposing the liability of a general partner on a liquidating trustee.

(1991, c. 168; 1995, c. 168; 2002, c. 288; 2004, c. 601; 2006, c. 748.)