Va. Code » Title 13.1. Corporations » Chapter 12. Virginia Limited Liability Company Act » Article 9. Dissolution
Virginia Code

Va. Code Ann. § 13.1-1046 (2026)

Dissolution; generally

✓ current as of May 2026
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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:

1. At the time or on the happening of any events specified in writing in the articles of organization or an operating agreement;

2. Upon the unanimous written consent of the members;

3. The entry of a decree of judicial dissolution under § 13.1-1047;

4. Automatic cancellation of its existence pursuant to § 13.1-1050.2; or

5. Involuntary cancellation of its existence pursuant to § 13.1-1050.3.

1991, c. 168; 1994, c. 348; 1995, c. 168; 1996, c. 265; 1997, c. 190; 1998, c. 432; 2000, c. 581; 2001, c. 548; 2008, cc. 108, 588, 770; 2009, c. 167.

Notes of Decisions
Cited in 13 cases (7 in the last 5 years), 1996–2024 · leading case: In Re Garrison-Ashburn L.C., 253 B.R. 700 (Bankr. E.D. Va. 2000).
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In Re Garrison-Ashburn L.C., 253 B.R. 700 (Bankr. E.D. Va. 2000). · cites it 3× “It amended § 13.1-1046 by deleting the reference to events that would automatically dissolve a limited liability company.”
In Re DeLuca, 194 B.R. 65 (Bankr. E.D. Va. 1996). “" [17] This provision of the operating agreement is consistent with § 13.1-1046, Va.Code Ann., which at the time the DeLucas filed their chapter 7 petition, provided as follows: A limited liability company .”
In Re DeLuca, 194 B.R. 79 (Bankr. E.D. Va. 1996). “This language, like the similar provision in D & B Venture's operating agreement, is consistent with § 13.1-1046, Va.Code Ann., which at the time of the DeLucas' chapter 11 filing, read as follows: A limited liability company organized under this chapter is dissolved and its…”
Broyhill v. DeLUCA (In re DeLUCA), 194 B.R. 65 (Bankr. E.D. Va. 1996). “This provision of the operating agreement is consistent with § 13.1-1046, Va.Code Ann., which at the time the DeLucas filed their chapter 7 petition, provided as follows: A limited liability company .”
Meiburger v. DGP Holdings, LLC (Bankr. E.D. Va. 2024). · cites it 6× “B (“Count I”), 2) turnover of the bankruptcy estate’s share of the post-petition distributions from the account (“Count II”), and 3) dissolution of DGP under Va. Code §§ 13.1-1046, -1047 (“Count III”).”
LeClairRyan PLLC (Bankr. E.D. Va. 2023). · cites it 4× “Va. Code Ann. § 13.1-1046 . Here, only the first event remains relevant: “At the time of or on the happening of any events specified in writing in.”
Adams v. Tavenner (E.D. Va. 2023). · cites it 4× “Va. Code Ann. § 13.1-1046 . Here, only the first event remains relevant: “At the time of or on the happening of any events specified in writing in.”
JTB Enter., L.C. v. D & B Venture, L.C. (In re DeLUCA), 194 B.R. 79 (Bankr. E.D. Va. 1996). “This language, like the similar provision in D & B Venture’s operating agreement, is consistent with § 13.1-1046, Va.Code Ann., which at the time of the DeLucas’ chapter 11 filing, read as follows: A limited liability company organized under this chapter is dissolved and its…”
Dixon v. Wilkerson, Jr. (Bankr. E.D. Va. 2022). · cites it 3× “Inasmuch as DER ceased business operations in December 2019 (ECF 34, ¶ 16) and Wilkerson, having filed bankruptcy, is no longer authorized to participate in the management and affairs of DER, it appears that Dixon, as the sole remaining member having authority to manage, assumes…”
Stuller v. Connelly, 91 Va. Cir. 333 (Chesterfield Cir. Ct. 2015). · cites it 2× “1-1047 must be read in conjunction with § 13.1-1046. That statute states in pertinent part as follows: 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: 1.”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “” Code § 13.1-1046(2). When an LLC dissolves, the liquidating trustees wind up the LLC’s business, dispose of or convey the LLC’s property, discharge the LLC’s liabilities, and distribute any - 27 - remaining assets to the LLC’s members.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “” Code § 13.1-1046(2). When an LLC dissolves, the liquidating trustees wind up the LLC’s business, dispose of or convey the LLC’s property, discharge the LLC’s liabilities, and distribute any - 27 - remaining assets to the LLC’s members.”
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— Va. Code Ann. § 13.1-1046(2) — 3 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “” Code § 13.1-1046(2). When an LLC dissolves, the liquidating trustees wind up the LLC’s business, dispose of or convey the LLC’s property, discharge the LLC’s liabilities, and distribute any - 27 - remaining assets to the LLC’s members.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “” Code § 13.1-1046(2). When an LLC dissolves, the liquidating trustees wind up the LLC’s business, dispose of or convey the LLC’s property, discharge the LLC’s liabilities, and distribute any - 27 - remaining assets to the LLC’s members.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024).
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