Virginia Code 13.1-1056.3: Reinstatement of a certificate of registration that has been canceled.
A. A foreign limited liability company whose certificate of registration to transact business in the Commonwealth has been canceled may be relieved of the cancellation and have its certificate of registration reinstated by the Commission within five years of the date of cancellation unless the certificate of registration was canceled by order of the Commission entered pursuant to subdivision A 1 of § 13.1-1056.2.
Terms Used In Virginia Code 13.1-1056.3
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means all documents constituting, at any particular time, the articles of organization of a limited liability company. See Virginia Code 13.1-1002
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1002
- Foreign limited liability company: means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity. See Virginia Code 13.1-1002
- Includes: means includes, but not limited to. See Virginia Code 1-218
B. To have its certificate of registration reinstated, a foreign limited liability company shall provide the Commission with the following:
1. An application for reinstatement, which may be in the form of a letter, that includes the identification number issued by the Commission to the limited liability company;
2. A reinstatement fee of $100;
3. All annual registration fees and penalties that were due before the certificate of registration was canceled and that would have been assessed or imposed to the date of reinstatement if the limited liability company had not had its certificate of registration canceled;
4. A duly authenticated copy of any amendments or corrections made to the articles of organization or other constituent documents of the foreign limited liability company and any mergers entered into by the foreign limited liability company from the date of cancellation of its certificate of registration to the date of its application for reinstatement, along with an amended application for registration if required for an amendment or a correction, and all fees required by this chapter for the filing of such instruments;
5. If the name of the foreign limited liability company does not comply with the provisions of § 13.1-1054 at the time of reinstatement, an amended application for registration to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 13.1-1054, with the fee required by this chapter for the filing of an amended application for registration; and
6. If the foreign limited liability company’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-1016.
C. If the foreign limited liability company complies with the provisions of this section, the Commission shall enter an order of reinstatement, reinstating the foreign limited liability company’s certificate of registration to transact business in the Commonwealth.