{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1049.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1049.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1049.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1049.1.html"}],"law_id":346352,"edition_id":2,"section_id":346352,"structure_id":49737,"section_number":"13.1-1049.1","catch_line":"Known claims against dissolved limited liability company","history":"2004, c. 601; 2009, c. 763.","full_text":"A\n\nA dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.\n\nB\n\nThe dissolved limited liability company shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:\n\n1\n\nProvide a reasonable description of the claim that the claimant may be entitled to assert;\n\n2\n\nState whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;\n\n3\n\nProvide a mailing address where a claim may be sent;\n\n4\n\nState a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved limited liability company; and\n\n5\n\nState that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.\n\nC\n\nA claim against the dissolved limited liability company is barred to the extent that it is not admitted:\n\n1\n\nIf the dissolved limited liability company delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved limited liability company by the deadline; or\n\n2\n\nIf the dissolved limited liability company delivered written notice to the claimant that its claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the effective date of such notice.\n\nD\n\nFor purposes of this section, “claim” does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B.\n\nE\n\nIf a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or still may be occurring.\n\n","order_by":null,"text":{"0":{"id":1291106,"text":"A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1291107,"text":"The dissolved limited liability company shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":1291108,"text":"Provide a reasonable description of the claim that the claimant may be entitled to assert;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":1291109,"text":"State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":1291110,"text":"Provide a mailing address where a claim may be sent;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":1291111,"text":"State a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved limited liability company; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":1291112,"text":"State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":1291113,"text":"A claim against the dissolved limited liability company is barred to the extent that it is not admitted:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"8":{"id":1291114,"text":"If the dissolved limited liability company delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved limited liability company by the deadline; or","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"9":{"id":1291115,"text":"If the dissolved limited liability company delivered written notice to the claimant that its claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the effective date of such notice.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"10":{"id":1291116,"text":"For purposes of this section, “claim” does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"11":{"id":1291117,"text":"If a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or still may be occurring.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1049.1\/","history_text":"

This law was first created in 2004. The record of its establishment is cataloged in chapter 601<\/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. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2009, chapter 763<\/a>.<\/p>","references":[{"id":346353,"section_number":"13.1-1049.2","catch_line":"Other claims against dissolved limited liability company","order_by":null,"url":"\/13.1-1049.2\/"},{"id":346354,"section_number":"13.1-1049.3","catch_line":"Court proceedings","order_by":null,"url":"\/13.1-1049.3\/"}],"refers_to":false,"permalink":{"id":1375975,"object_type":"law","relational_id":346352,"identifier":"13.1-1049.1","token":"13.1\/12\/9\/13.1-1049.1","url":"\/13.1-1049.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1049.1\/","token":"13.1\/12\/9\/13.1-1049.1","dublin_core":{"Title":"Known claims against dissolved limited liability company","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1049.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved limited liability company<\/span> may dispose of the known claims against it by following the procedure described in this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The dissolved limited liability company<\/span> shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Provide a reasonable description of the claim that the claimant may be entitled to assert; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest<\/span> obligation if fixed by an instrument of indebtedness; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Provide a mailing address where a claim may be sent; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> State a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved limited liability company<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A claim against the dissolved limited liability company<\/span> is barred to the extent that it is not admitted: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the dissolved limited liability company<\/span> delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved limited liability company<\/span> by the deadline; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the dissolved limited liability company<\/span> delivered written notice to the claimant that its claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the effective date of such notice. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For purposes of this section, “claim” does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If a liability exists but the full extent of any damages<\/span> is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend<\/span> the pleadings<\/span> after filing to include any damages<\/span> that occurred or are alleged to have occurred after filing, and the court<\/span> having jurisdiction<\/span> of such claim may continue such proceeding during its pendency if it appears that further damages<\/span> are or still may be occurring. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nKNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY (\u00a7 13.1-1049.1)\n\nA. A dissolved limited liability company may dispose of the known claims against\nit by following the procedure described in this section.\n\nB. The dissolved limited liability company shall deliver to each of its known\nclaimants written notice of the dissolution at any time after its effective\ndate. The written notice shall:\n\n 1. Provide a reasonable description of the claim that the claimant may be\n entitled to assert;\n\n 2. State whether the claim is admitted, or not admitted, and if admitted (i)\n the amount that is admitted, which may be as of a given date, and (ii) any\n interest obligation if fixed by an instrument of indebtedness;\n\n 3. Provide a mailing address where a claim may be sent;\n\n 4. State a deadline, which may not be fewer than 120 days from the effective\n date of the written notice, by which confirmation of the claim shall be\n delivered to the dissolved limited liability company; and\n\n 5. State that, except to the extent that any claim is admitted, the claim will\n be barred if written confirmation of the claim is not delivered by the\n deadline.\n\nC. A claim against the dissolved limited liability company is barred to the\nextent that it is not admitted:\n\n 1. If the dissolved limited liability company delivered written notice to the\n claimant in accordance with subsection B and the claimant does not deliver\n written confirmation of the claim to the dissolved limited liability company\n by the deadline; or\n\n 2. If the dissolved limited liability company delivered written notice to the\n claimant that its claim is not admitted, in whole or in part, and the claimant\n does not commence a proceeding to enforce the claim within 90 days from the\n effective date of such notice.\n\nD. For purposes of this section, “claim” does not include (i) a\ncontingent liability or a claim based on an event occurring after the effective\ndate of dissolution or (ii) a liability or claim the ultimate maturity of which\nis more than 60 days after the delivery of written notice to the claimant\npursuant to subsection B.\n\nE. If a liability exists but the full extent of any damages is or may not be\nascertainable, and a proceeding to enforce the claim is commenced pursuant to\nsubdivision C 2, the claimant may amend the pleadings after filing to include\nany damages that occurred or are alleged to have occurred after filing, and the\ncourt having jurisdiction of such claim may continue such proceeding during its\npendency if it appears that further damages are or still may be occurring.\n\nHISTORY: 2004, c. 601; 2009, c. 763.","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"}}