{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1049.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1049.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1049.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1049.html"}],"law_id":346355,"edition_id":2,"section_id":346355,"structure_id":49737,"section_number":"13.1-1049","catch_line":"Distribution of assets upon dissolution","history":"1991, c. 168; 1996, c. 265.","full_text":"Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:\n\n1\n\nTo 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;\n\n2\n\nUnless 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\n\n3\n\nUnless 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.\n\n","order_by":null,"text":{"0":{"id":1291134,"text":"Upon the winding up of a limited liability company, the assets of the limited liability company shall be distributed as follows:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":1291135,"text":"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;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":1291136,"text":"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","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":1291137,"text":"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.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1049\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 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. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. 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 1996, chapter 265<\/a>.<\/p>","references":false,"refers_to":[{"id":346329,"section_number":"13.1-1031","catch_line":"Interim distributions","order_by":null,"url":"\/13.1-1031\/"}],"permalink":{"id":1375971,"object_type":"law","relational_id":346355,"identifier":"13.1-1049","token":"13.1\/12\/9\/13.1-1049","url":"\/13.1-1049\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1049\/","token":"13.1\/12\/9\/13.1-1049","dublin_core":{"Title":"Distribution of assets upon dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1049","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Upon the winding up of a limited liability company<\/span>, the assets<\/span> of the limited liability company<\/span> shall be distributed as follows:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To creditors<\/span>, including members<\/span> who are creditors<\/span>, to the extent permitted by law<\/span>, in satisfaction of liabilities of the limited liability company<\/span> other than for distributions<\/span> to members<\/span> under § 13.1-1031<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, to members<\/span> and former members<\/span> in satisfaction of liabilities for distributions<\/span> under § 13.1-1031<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Unless otherwise provided in the articles of organization<\/span> or an operating agreement<\/span>, to members<\/span> first for the return of their contributions<\/span> and second with respect to their interests<\/span> in the limited liability company<\/span>, in the proportions in which the members<\/span> share in distributions<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDISTRIBUTION OF ASSETS UPON DISSOLUTION (\u00a7 13.1-1049)\n\nUpon the winding up of a limited liability company, the assets of the limited\nliability company shall be distributed as follows:\n\n1. To creditors, including members who are creditors, to the extent permitted by\nlaw, in satisfaction of liabilities of the limited liability company other than\nfor distributions to members under § 13.1-1031;\n\n2. Unless otherwise provided in the articles of organization or an operating\nagreement, to members and former members in satisfaction of liabilities for\ndistributions under § 13.1-1031; and\n\n3. Unless otherwise provided in the articles of organization or an operating\nagreement, to members first for the return of their contributions and second\nwith respect to their interests in the limited liability company, in the\nproportions in which the members share in distributions.\n\nHISTORY: 1991, c. 168; 1996, c. 265.","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"}}