Virginia Code
Va. Code Ann. § 13.1-1049 (2026)
Distribution of assets upon dissolution
✓ current as of May 2026
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Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:
1. To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited liability company other than for distributions to members under § 13.1-1031;
2. Unless otherwise provided in the articles of organization or an operating agreement, to members and former members in satisfaction of liabilities for distributions under § 13.1-1031; and
3. Unless otherwise provided in the articles of organization or an operating agreement, to members first for the return of their contributions and second with respect to their interests in the limited liability company, in the proportions in which the members share in distributions.
1991, c. 168; 1996, c. 265.
Notes of Decisions
Cited in 6
cases (5 in the last 5 years), 2010–2025 · leading case: Patel v. Anjali, L.L.C., 81 Va. Cir. 264 (Chesapeake Cir. Ct. 2010).
Patel v. Anjali, L.L.C., 81 Va. Cir. 264 (Chesapeake Cir. Ct. 2010). “Count II alleges that Bharat and Ila Patel breached their fiduciary duties to the Plaintiff by making distributions to themselves in lieu of paying the debts owed to Plaintiff, as a known debtor of the L.L.C. Plaintiff argues that such fiduciary duties arise from Virginia…”
Ticonderoga Farms, LLC (Bankr. E.D. Va. 2022). “See Va. Code § 13.1-1049 (provisions governing distribution of assets upon dissolution); Va.”
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Nutrien AG Solutions, Inc. formerly know as Crop P v. Benny F. Hall, Sr. Individually & Doing Bus. (Bankr. M.D. Fla. 2025). “119 Nutrien relies on Va. Code Ann. § 13.1-1049 , which provides a priority scheme for distributing the assets of a limited liability company upon its winding up.”
— Va. Code Ann. § 13.1-1049(1) — 3 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
— Va. Code Ann. § 13.1-1049(2) — 3 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
— Va. Code Ann. § 13.1-1049(3) — 3 cases
Danial Selario, etc. v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Danette Mertz v. Cynthia Sullivan (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
Cynthia Sullivan v. Danial Selario, as Adm'r of the Est. of Christopher Selario, e (Va. Ct. App. 2024). “Code § 13.1-1049(1). It then pays members to satisfy their liabilities for distributions under Code § 13.”
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