A. The winding up of a limited liability company shall be completed when all debts, liabilities, and obligations of the limited liability company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited liability company have been distributed to the members.
B. Unless otherwise provided in the articles of organization or an operating agreement, upon the dissolution of a limited liability company, the members may wind up the limited liability company's affairs; however, the circuit court of the locality in which the registered office of the limited liability company is located, on cause shown, may wind up the limited liability company's affairs on application of any member, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.
C. Upon dissolution of a limited liability company and until the effective date of a certificate of cancellation issued pursuant to § 13.1-1050, the liquidating trustees, in the name and on behalf of the limited liability company, may (i) prosecute and defend suits, whether civil, criminal or administrative, (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's liabilities, and (v) distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and without 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; 2008, c. 108.
Notes of Decisions
Spain v. Williams (In Re Williams), 455 B.R. 485 (Bankr. E.D. Va. 2011).
· cites it 7× “Va.Code § 13.1-1048 (2010). Thus, in this case, there is no one remaining to wind up the affairs of Treadegar or to distribute the Interpled Funds.”
In Re DeLuca, 194 B.R. 79 (Bankr. E.D. Va. 1996).
· cites it 5× “§ 13.1-1048 (emphasis added). [22] JTB relies on this provision as establishing its sole right to control the winding up.”
In Re Garrison-Ashburn L.C., 253 B.R. 700 (Bankr. E.D. Va. 2000).
“§ 13.1-1048. Winding up is completed when all debts, liabilities and obligations of the company have been paid, or a reasonable adequate provision made for them, and all remaining property has been distributed to the members.”
Ticonderoga Farms, LLC v. Knop (Va. 2025).
· cites it 5× “1-1047, asserted that “it [wa]s not reasonably practicable to 4 carry on the business” of Ticonderoga Farms, sought judicial dissolution of Ticonderoga Farms, and requested that the circuit court “appoint a third-party liquidating trustee under Virginia Code § 13.1-1048 to wind…”
Ticonderoga Farms, LLC (Bankr. E.D. Va. 2022).
· cites it 3× “See Va. Code § 13.1-1048 (providing that upon dissolution the members or liquidating trustee may wind up the company).”
Ticonderoga Farms, LLC v. Alexander B. Knop (Va. Ct. App. 2024).
· cites it 2× “See Code §§ 13.1-1048 to -1050. It is critical to the analysis to determine whether an LLC can continue its business operations to fully understand the implication of dissolution.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024).
· cites it 2× “Code § 13.1-1048(C). During the windup process, the LLC first pays any creditors from its remaining assets.”
Michael Maidan (Bankr. E.D.N.Y. 2023).
“”); Va. Code Ann. § 13.1-1048 (West) (“[T]he circuit court of the locality in which the registered office of the limited liability company is located, on cause shown, may wind up the limited liability company's affairs on application of any member, his legal representative, or…”
— Va. Code Ann. § 13.1-1048(A) — 1 case
Spain v. Williams (In Re Williams), 455 B.R. 485 (Bankr. E.D. Va. 2011).
“Va.Code § 13.1-1048 (2010). Thus, in this case, there is no one remaining to wind up the affairs of Treadegar or to distribute the Interpled Funds.”
— Va. Code Ann. § 13.1-1048(B) — 1 case
Ticonderoga Farms, LLC v. Knop (Va. 2025).
“1-1047, asserted that “it [wa]s not reasonably practicable to 4 carry on the business” of Ticonderoga Farms, sought judicial dissolution of Ticonderoga Farms, and requested that the circuit court “appoint a third-party liquidating trustee under Virginia Code § 13.1-1048 to wind…”
— Va. Code Ann. § 13.1-1048(C) — 4 cases
Ticonderoga Farms, LLC v. Knop (Va. 2025).
“1-1047, asserted that “it [wa]s not reasonably practicable to 4 carry on the business” of Ticonderoga Farms, sought judicial dissolution of Ticonderoga Farms, and requested that the circuit court “appoint a third-party liquidating trustee under Virginia Code § 13.1-1048 to wind…”
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