Virginia Code

Va. Code Ann. § 13.1-1036 (2026)

Liability upon wrongful distribution

✓ current as of May 2026

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If a member has received a distribution in violation of the articles of organization or an operating agreement or in violation of § 13.1-1035 of this chapter, then the member is liable to the limited liability company for a period of two years thereafter for the amount of the distribution wrongfully made.

1991, c. 168; 2009, c. 763.

Notes of Decisions

Cited in 5 cases (4 in the last 5 years), 2003–2025 · leading case: Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024).

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Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). · cites it 16× “Code § 13.1-1036. An LLC may be dissolved “[u]pon the unanimous written consent of its members.”

Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). · cites it 16× “Code § 13.1-1036. An LLC may be dissolved “[u]pon the unanimous written consent of its members.”

Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). · cites it 16× “Code § 13.1-1036. An LLC may be dissolved “[u]pon the unanimous written consent of its members.”

Paul J. Haire, derivatively on behalf of Alexandria Capital Assests, LLC v. Matt Kasap (Va. Ct. App. 2025). · cites it 4× “Generally, the prescribed limitations period “begin[s] to run from the date the injury is sustained in the case of injury to the person or damage to property.”

Pathak v. Trivedi, 64 Va. Cir. 21 (Chesterfield Cir. Ct. 2003). · cites it 2× “To the extent that Virginia Code § 13.1-1036 creates this cause of action, the demurrer as to Count II is overruled.”

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