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2009 SESSION
090076864Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-1046 as it shall become effective, 13.1-1050.3 as it shall become effective, 13.1-1056, 13.1-1056.2 as it shall become effective, 13.1-1234 as it shall become effective, 13.1-1238.2 as it shall become effective, 13.1-1246, 13.1-1246.2 as it shall become effective, 50-73.49 as it shall become effective, 50-73.52:6 as it shall become effective, 50-73.58, and 50-73.58:2 as it shall become effective of the Code of Virginia are amended and reenacted as follows:
§ 13.1-1046. (Effective April 1, 2009) Dissolution; generally.
A. 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.
B. The certificate of organization of a limited
liability company may be canceled involuntarily by order of the Commission upon
the limited liability company's conviction for a violation of 8 U.S.C. §
1324a(f), as amended, for actions of its members or managers constituting a
pattern or practice of employing unauthorized aliens in the Commonwealth. A
certificate canceled pursuant to this subsection shall not be eligible for
reinstatement for a period of not less than one year.
C. Before entering any such order the Commission
shall issue a rule against the limited liability company giving it an
opportunity to be heard and show cause why such an order shall not be entered.
The Commission may issue the rule on its own motion or on motion of the
Attorney General.
D. Any limited liability company convicted of the
offense listed in subsection B shall immediately report such conviction to the
Commission and file with the Commission an authenticated copy of the judgment
or record of conviction.
§ 13.1-1050.3. (Effective April 1, 2009) Involuntary cancellation of limited liability company existence.
A. The existence of a limited liability company may be canceled involuntarily by order of the Commission when it finds that the limited liability company has:
1. Continued to exceed or abuse the authority conferred upon it by law;
2. Failed to maintain a registered office or a registered agent
in the Commonwealth as required by law; or
3. Failed to file any document required by this chapter to be filed with the Commission; or
4. Been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its members or managers constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the limited liability company giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The properties and affairs of a limited liability company whose existence has been canceled pursuant to this section shall pass automatically to its managers, or if the limited liability company is managed by its members, then to its members, or if the limited liability company has no managers or members, then to the holders of its interests, in each such case as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited liability company; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its members; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its members or interest holders according to their respective rights and interests.
D. Any limited liability company convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A limited liability company whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.
§ 13.1-1056. Cancellation of certificate of registration.
A. A foreign limited liability company may cancel its certificate of registration by delivering to the Commission a certificate of cancellation on forms prescribed and furnished by the Commission which shall set forth:
1. The name of the foreign limited liability company and the name of the state or other jurisdiction under whose jurisdiction it was formed;
2. That the foreign limited liability company is not transacting business in this Commonwealth and that it surrenders its registration to transact business in this Commonwealth;
3. That the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this Commonwealth;
4. A mailing address to which the clerk may mail a copy of any process served on him under subdivision 3 of this subsection; and
5. A commitment to notify the clerk of the Commission in the future of any change in the mailing address on the limited liability company.
B. If the Commission finds that the certificate of cancellation conforms to the provisions of this article and all required fees have been paid, the Commission shall file the certificate and the certificate of registration shall be canceled.
C. The certificate of registration to transact
business in the Commonwealth of any foreign limited liability company may be
canceled by order of the Commission upon the foreign limited liability
company's conviction for a violation of 8 U.S.C. § 1324a(f), as amended, for
actions of its members or managers constituting a pattern or practice of
employing unauthorized aliens in the Commonwealth. A certificate canceled
pursuant to this subsection shall not be eligible for reinstatement for a
period of not less than one year.
D. Before entering any such order the Commission
shall issue a rule against the foreign limited liability company giving it an
opportunity to be heard and show cause why such an order shall not be entered.
The Commission may issue the rule on its own motion or on motion of the
Attorney General.
E. Any foreign limited liability company convicted
of the offense listed in subsection C shall immediately report such conviction
to the Commission and file with the Commission an authenticated copy of the
judgment or record of conviction.
§ 13.1-1056.2. (Effective April 1, 2009) Involuntary cancellation of certificate of registration.
A. The certificate of registration to transact business in the Commonwealth of any foreign limited liability company may be canceled involuntarily by order of the Commission when it finds that the foreign limited liability company:
1. Has continued to exceed or abuse the authority conferred upon it by law;
2. Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law;
3. Has failed to file any document required by this chapter to
be filed with the Commission; or
4. No longer exists under the laws of the state or other jurisdiction of its organization; or
5. Has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its members or managers constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order the Commission shall issue a rule against the foreign limited liability company giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The authority of a foreign limited liability company to transact business in the Commonwealth ceases on the date shown on the order canceling its certificate of registration.
D. The Commission's cancellation of a foreign limited liability company's certificate of registration appoints the clerk of the Commission the foreign limited liability company's agent for service of process in any proceeding based on a cause of action arising during the time the foreign limited liability company was registered to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign limited liability company and shall be made on the clerk in accordance with § 12.1-19.1.
E. Cancellation of a foreign limited liability company's certificate of registration does not terminate the authority of the registered agent of the foreign limited liability company.
F. Any foreign limited liability company convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.
§ 13.1-1234. (Effective April 1, 2009) Dissolution generally.
A. A business trust 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 trust or a governing instrument;
2. Upon the unanimous written consent of the beneficial owners;
3. The entry of a decree of judicial dissolution under § 13.1-1235;
4. Automatic cancellation of its existence pursuant to § 13.1-1238.1; or
5. Involuntary cancellation of its existence pursuant to § 13.1-1238.2.
B. The certificate of trust of a business trust may
be canceled involuntarily by order of the Commission upon the business trust's
conviction for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of
its trustees or beneficial owners authorized to act on the behalf of a business
trust constituting a pattern or practice of employing unauthorized aliens in
the Commonwealth. A certificate of a business trust canceled pursuant to this
subsection shall not be eligible for reinstatement for a period of not less
than one year.
C. Before entering any such order the Commission
shall issue a rule against the business trust giving it an opportunity to be
heard and show cause why such an order shall not be entered. The Commission may
issue the rule on its own motion or on motion of the Attorney General.
D. Any business trust convicted of the offense
listed in subsection B shall immediately report such conviction to the
Commission and file with the Commission an authenticated copy of the judgment
or record of conviction.
§ 13.1-1238.2. (Effective April 1, 2009) Involuntary cancellation of business trust existence.
A. The existence of a business trust may be canceled involuntarily by order of the Commission when it finds that the business trust has:
1. Continued to exceed or abuse the authority conferred upon it by law;
2. Failed to maintain a registered office or a registered
agent in the Commonwealth as required by law; or
3. Failed to file any document required by this chapter to be filed with the Commission; or
4. Been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its trustees or beneficial owners authorized to act on the behalf of a business trust constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the business trust giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The properties and affairs of a business trust whose existence has been canceled pursuant to this section shall pass automatically to its trustees as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the business trust; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its beneficial owners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the liquidating trustees shall distribute the remainder of its assets, either in cash or in kind, among its beneficial owners according to their respective rights and interests.
D. Any business trust convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A business trust whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.
§ 13.1-1246. Cancellation of certificate of registration.
A. A foreign business trust may cancel its certificate of registration by delivering to the Commission articles of cancellation on forms prescribed and furnished by the Commission that shall set forth:
1. The name of the foreign business trust and the name of the state or other jurisdiction under whose jurisdiction it was formed;
2. That the foreign business trust is not transacting business in this Commonwealth and that it surrenders its registration to transact business in this Commonwealth;
3. That the foreign business trust revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this Commonwealth;
4. A mailing address to which the clerk may mail a copy of any process served on him under subdivision 3 of this subsection; and
5. A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the business trust.
B. If the Commission finds that the articles of cancellation conform to the provisions of this article and all required fees have been paid, it shall file the articles and the certificate of registration shall be canceled.
C. The certificate of registration to transact
business in the Commonwealth of any foreign business trust may be canceled by
order of the Commission upon the foreign business trust's conviction for a
violation of 8 U.S.C. § 1324a(f), as amended, for actions of its trustees or
beneficial owners authorized to act on the behalf of a foreign business trust
constituting a pattern or practice of employing unauthorized aliens in the
Commonwealth. A certificate of a foreign business trust canceled pursuant to this
subsection shall not be eligible for reinstatement for a period of not less
than one year.
D. Before entering any such order the Commission
shall issue a rule against the foreign business trust giving it an opportunity
to be heard and show cause why such an order shall not be entered. The
Commission may issue the rule on its own motion or on motion of the Attorney
General.
E. Any foreign business trust convicted of the
offense listed in subsection C shall immediately report such conviction to the
Commission and file with the Commission an authenticated copy of the judgment
or record of conviction.
§ 13.1-1246.2. (Effective April 1, 2009) Involuntary cancellation of registration.
A. The certificate of registration to transact business in the Commonwealth of any foreign business trust may be canceled involuntarily by order of the Commission when it finds that the foreign business trust:
1. Has continued to exceed or abuse the authority conferred upon it by law;
2. Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law;
3. Has failed to file any document required by this chapter to
be filed with the Commission; or
4. No longer exists under the laws of the state or other jurisdiction of its formation; or
5. Has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its trustees or beneficial owners authorized to act on the behalf of a foreign business trust constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the foreign business trust giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The authority of a foreign business trust to transact business in the Commonwealth ceases on the date shown on the order canceling its certificate of registration.
D. The Commission's cancellation of a foreign business trust's certificate of registration appoints the clerk of the Commission the foreign business trust's agent for service of process in any proceeding based on a cause of action arising during the time the foreign business trust was authorized to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign business trust and shall be made on the clerk in accordance with § 12.1-19.1.
E. Cancellation of a foreign business trust's certificate of registration does not terminate the authority of the registered agent of the foreign business trust.
F. Any foreign business trust convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.
§ 50-73.49. (Effective April 1, 2009) Dissolution generally.
A. A limited partnership formed under
this chapter or that has filed an amended and restated certificate of limited
partnership in compliance with subsection D of § 50-73.77 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 upon the occurrence of any events specified in the certificate of limited partnership or in writing in the partnership agreement;
2. Upon the unanimous written consent of the partners;
3. Upon an event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal, if, within 90 days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired;
4. Entry of a decree of judicial dissolution under § 50-73.50;
5. Automatic cancellation of its existence pursuant to § 50-73.52:5; or
6. Involuntary cancellation of its existence pursuant to § 50-73.52:6.
B. The certificate of limited partnership of a
limited partnership may be canceled involuntarily by order of the Commission
upon the limited partnership's conviction for a violation of 8 U.S.C. §
1324a(f), as amended, for actions of its partners constituting a pattern or
practice of employing unauthorized aliens in the Commonwealth. A certificate of
a limited partnership canceled pursuant to this subsection shall not be
eligible for reinstatement for a period of not less than one year.
C. Before entering any such order the Commission
shall issue a rule against the limited partnership giving it an opportunity to
be heard and show cause why such an order shall not be entered. The Commission
may issue the rule on its own motion or on motion of the Attorney General.
D. Any limited partnership convicted of the offense
listed in subsection B shall immediately report such conviction to the
Commission and file with the Commission an authenticated copy of the judgment
or record of conviction.
§ 50-73.52:6. (Effective April 1, 2009) Involuntary cancellation of limited partnership existence.
A. The existence of a limited partnership may be canceled involuntarily by order of the Commission when it finds that the limited partnership has:
1. Continued to exceed or abuse the authority conferred on it by law;
2. Failed to maintain a registered office or a registered
agent in the Commonwealth as required by law; or
3. Failed to file any document required by this chapter to be filed with the Commission; or
4. Been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its partners constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the limited partnership giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The properties and affairs of a limited partnership whose existence has been canceled pursuant to this section shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.
D. Any limited partnership convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A limited partnership whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.
§ 50-73.58. Cancellation of certificate of registration.
A. A foreign limited partnership may cancel its certificate of registration by delivering to the Commission a certificate of cancellation executed by a general partner on forms prescribed and furnished by the Commission which shall set forth:
1. The name of the foreign limited partnership and the name of the state or other jurisdiction under whose jurisdiction it was formed;
2. That the foreign limited partnership is not transacting business in this Commonwealth and that it surrenders its registration to transact business in this Commonwealth;
3. That the foreign limited partnership revokes the authority of its registered agent to accept service on its behalf and appoints the Clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this Commonwealth;
4. A mailing address to which the Clerk may mail a copy of any process served on him under subdivision 3 of this subsection; and
5. A commitment to notify the Clerk of the Commission in the future of any change in the mailing address of the limited partnership.
B. If the certificate has been signed by a general partner of the limited partnership and the required fees have been paid, the Commission shall file the certificate and the certificate of registration shall be canceled.
C. The certificate of registration to transact
business in the Commonwealth of any foreign limited partnership may be canceled
involuntarily by order of the Commission upon the foreign limited partnership's
conviction for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of
its partners constituting a pattern or practice of employing unauthorized
aliens in the Commonwealth. A certificate of a foreign limited partnership
canceled pursuant to this subsection shall not be eligible for reinstatement
for a period of not less than one year.
D. Before entering any such order the Commission
shall issue a rule against the foreign limited partnership giving it an
opportunity to be heard and show cause why such an order shall not be entered.
The Commission may issue the rule on its own motion or on motion of the
Attorney General.
E. Any foreign limited partnership convicted of the
offense listed in subsection C shall immediately report such conviction to the
Commission and file with the Commission an authenticated copy of the judgment
or record of conviction.
§ 50-73.58:2. (Effective April 1, 2009) Involuntary cancellation of certificate of registration.
A. The certificate of registration to transact business in the Commonwealth of any foreign limited partnership may be canceled involuntarily by order of the Commission when it finds that the foreign limited partnership:
1. Has continued to exceed or abuse the authority conferred on it by law;
2. Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law;
3. Has failed to file any document required by this chapter to
be filed with the Commission; or
4. No longer exists under the laws of the state or other jurisdiction of its formation; or
5. Has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its partners constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the limited partnership giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The authority of a foreign limited partnership to transact business in the Commonwealth ceases on the date shown on the order canceling its certificate of registration.
D. The Commission's cancellation of a foreign limited partnership's certificate of registration appoints the clerk of the Commission the limited partnership's agent for service of process in any proceeding based on a cause of action arising during the time the limited partnership was authorized to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign limited partnership and shall be made on the clerk in accordance with § 12.1-19.1.
E. Cancellation of a foreign limited partnership's certificate of registration does not terminate the authority of the registered agent of the foreign limited partnership.
F. Any foreign limited partnership convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.
2. That an emergency exists and this act shall become effective on April 1, 2009.