{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1047.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1047.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1047.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1047.1.html"}],"law_id":346349,"edition_id":2,"section_id":346349,"structure_id":49737,"section_number":"13.1-1047.1","catch_line":"Waiver of cancellation","history":"2012, c. 706.","full_text":"Except in the case of an event of dissolution described in subdivision 4 or 5 of \u00a7 13.1-1046, at any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members may waive the right to have the limited liability company’s business wound up and its existence canceled. In that event:\n\n1\n\nThe limited liability company resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the limited liability company or a member after the dissolution and before the waiver is determined as if dissolution had never occurred; and\n\n2\n\nThe rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.\n\n","order_by":null,"text":{"0":{"id":1291098,"text":"Except in the case of an event of dissolution described in subdivision 4 or 5 of \u00a7 13.1-1046, at any time after the dissolution of a limited liability company and before the winding up of its business is completed, all of the members may waive the right to have the limited liability company’s business wound up and its existence canceled. In that event:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":1291099,"text":"The limited liability company resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the limited liability company or a member after the dissolution and before the waiver is determined as if dissolution had never occurred; and","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":1291100,"text":"The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"ancestry":[{"id":49737,"edition_id":2,"name":"Dissolution","identifier":"9","label":"article","depth":3,"order_by":9,"parent_id":49728,"metadata":{"child_laws":14,"child_structures":0},"date_created":"2026-08-02 02:14:08","date_modified":"2026-08-02 12:29:20","permalink":{"id":1375953,"object_type":"structure","relational_id":49737,"identifier":"9","token":"13.1\/12\/9","url":"\/13.1\/12\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49728,"edition_id":2,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":15,"parent_id":49726,"metadata":{"child_laws":156,"child_structures":16},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:18","permalink":{"id":1375353,"object_type":"structure","relational_id":49728,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346348,"structure_id":49737,"section_number":"13.1-1046","catch_line":"Dissolution; generally","url":"\/13.1-1046\/","token":"13.1\/12\/9\/13.1-1046","metadata":false},{"id":346350,"structure_id":49737,"section_number":"13.1-1047","catch_line":"Judicial dissolution","url":"\/13.1-1047\/","token":"13.1\/12\/9\/13.1-1047","metadata":false},{"id":346349,"structure_id":49737,"section_number":"13.1-1047.1","catch_line":"Waiver of cancellation","url":"\/13.1-1047.1\/","token":"13.1\/12\/9\/13.1-1047.1","metadata":false},{"id":346351,"structure_id":49737,"section_number":"13.1-1048","catch_line":"Winding up","url":"\/13.1-1048\/","token":"13.1\/12\/9\/13.1-1048","metadata":false},{"id":346355,"structure_id":49737,"section_number":"13.1-1049","catch_line":"Distribution of assets upon dissolution","url":"\/13.1-1049\/","token":"13.1\/12\/9\/13.1-1049","metadata":false},{"id":346352,"structure_id":49737,"section_number":"13.1-1049.1","catch_line":"Known claims against dissolved limited liability company","url":"\/13.1-1049.1\/","token":"13.1\/12\/9\/13.1-1049.1","metadata":false},{"id":346353,"structure_id":49737,"section_number":"13.1-1049.2","catch_line":"Other claims against dissolved limited liability company","url":"\/13.1-1049.2\/","token":"13.1\/12\/9\/13.1-1049.2","metadata":false},{"id":346354,"structure_id":49737,"section_number":"13.1-1049.3","catch_line":"Court proceedings","url":"\/13.1-1049.3\/","token":"13.1\/12\/9\/13.1-1049.3","metadata":false},{"id":346361,"structure_id":49737,"section_number":"13.1-1050","catch_line":"Articles of cancellation","url":"\/13.1-1050\/","token":"13.1\/12\/9\/13.1-1050","metadata":false},{"id":346356,"structure_id":49737,"section_number":"13.1-1050.1","catch_line":"Repealed","url":"\/13.1-1050.1\/","token":"13.1\/12\/9\/13.1-1050.1","metadata":false},{"id":346357,"structure_id":49737,"section_number":"13.1-1050.2","catch_line":"Automatic cancellation of limited liability company existence","url":"\/13.1-1050.2\/","token":"13.1\/12\/9\/13.1-1050.2","metadata":false},{"id":346358,"structure_id":49737,"section_number":"13.1-1050.3","catch_line":"Involuntary cancellation of limited liability company existence","url":"\/13.1-1050.3\/","token":"13.1\/12\/9\/13.1-1050.3","metadata":false},{"id":346359,"structure_id":49737,"section_number":"13.1-1050.4","catch_line":"Reinstatement of a limited liability company that has ceased to exist","url":"\/13.1-1050.4\/","token":"13.1\/12\/9\/13.1-1050.4","metadata":false},{"id":346360,"structure_id":49737,"section_number":"13.1-1050.5","catch_line":"Survival of remedy after cancellation of existence","url":"\/13.1-1050.5\/","token":"13.1\/12\/9\/13.1-1050.5","metadata":false}],"previous_section":{"id":346350,"structure_id":49737,"section_number":"13.1-1047","catch_line":"Judicial dissolution","url":"\/13.1-1047\/","token":"13.1\/12\/9\/13.1-1047","metadata":false},"next_section":{"id":346351,"structure_id":49737,"section_number":"13.1-1048","catch_line":"Winding up","url":"\/13.1-1048\/","token":"13.1\/12\/9\/13.1-1048","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1047.1\/","history_text":"

This law was first created in 2012. The record of its establishment is cataloged in chapter 706<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":346421,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","order_by":null,"url":"\/13.1-1099.13\/"}],"refers_to":[{"id":346348,"section_number":"13.1-1046","catch_line":"Dissolution; generally","order_by":null,"url":"\/13.1-1046\/"}],"permalink":{"id":1375963,"object_type":"law","relational_id":346349,"identifier":"13.1-1047.1","token":"13.1\/12\/9\/13.1-1047.1","url":"\/13.1-1047.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1047.1\/","token":"13.1\/12\/9\/13.1-1047.1","dublin_core":{"Title":"Waiver of cancellation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1047.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Except in the case of an event of dissolution described in subdivision 4 or 5 of \u00a7 13.1-1046<\/a>, at any time after the dissolution of a limited liability company<\/span> and before the winding up of its business is completed, all of the members<\/span> may waive<\/span> the right to have the limited liability company<\/span>’s business wound up and its existence canceled. In that event:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The limited liability company<\/span> resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the limited liability company<\/span> or a member<\/span> after the dissolution and before the waiver<\/span> is determined as if dissolution had never occurred; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The rights of a third party<\/span> arising out of conduct in reliance on the dissolution before the third party<\/span> knew or received a notification of the waiver<\/span> may not be adversely affected. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWAIVER OF CANCELLATION (\u00a7 13.1-1047.1)\n\nExcept in the case of an event of dissolution described in subdivision 4 or 5 of\n\u00a7 13.1-1046, at any time after the dissolution of a limited liability company\nand before the winding up of its business is completed, all of the members may\nwaive the right to have the limited liability company’s business wound up\nand its existence canceled. In that event:\n\n1. The limited liability company resumes carrying on its business as if\ndissolution had never occurred, and any liability incurred by the limited\nliability company or a member after the dissolution and before the waiver is\ndetermined as if dissolution had never occurred; and\n\n2. The rights of a third party arising out of conduct in reliance on the\ndissolution before the third party knew or received a notification of the waiver\nmay not be adversely affected.\n\nHISTORY: 2012, c. 706.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}