{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1050.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1050.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1050.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1050.5.html"}],"law_id":346360,"edition_id":2,"section_id":346360,"structure_id":49737,"section_number":"13.1-1050.5","catch_line":"Survival of remedy after cancellation of existence","history":"2016, c. 288.","full_text":"The cancellation of existence of a limited liability company shall not take away or impair any remedy available to or against the limited liability company or its members or managers for any right or claim existing, or any liability incurred, before the cancellation. Any action or proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its name. The members or managers shall have power to take limited liability company action or other action as shall be appropriate to protect any remedy, right, or claim.\n\n","order_by":null,"text":{"0":{"id":1291159,"text":"The cancellation of existence of a limited liability company shall not take away or impair any remedy available to or against the limited liability company or its members or managers for any right or claim existing, or any liability incurred, before the cancellation. Any action or proceeding by or against the limited liability company may be prosecuted or defended by the limited liability company in its name. The members or managers shall have power to take limited liability company action or other action as shall be appropriate to protect any remedy, right, or claim.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1050.5\/","history_text":"<p>This law was first created in 2016. The record of its establishment is cataloged in chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?161+ful+CHAP0288\">288<\/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":false,"refers_to":false,"permalink":{"id":1376007,"object_type":"law","relational_id":346360,"identifier":"13.1-1050.5","token":"13.1\/12\/9\/13.1-1050.5","url":"\/13.1-1050.5\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1050.5\/","token":"13.1\/12\/9\/13.1-1050.5","dublin_core":{"Title":"Survival of remedy after cancellation of existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1050.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section><p>The cancellation of existence of a <span class=\"dictionary\">limited liability company<\/span> shall not take away or impair any remedy available to or against the <span class=\"dictionary\">limited liability company<\/span> or its <span class=\"dictionary\">members<\/span> or <span class=\"dictionary\">managers<\/span> for any right or claim existing, or any liability incurred, before the cancellation. Any action or proceeding by or against the <span class=\"dictionary\">limited liability company<\/span> may be prosecuted or defended by the <span class=\"dictionary\">limited liability company<\/span> in its name. The <span class=\"dictionary\">members<\/span> or <span class=\"dictionary\">managers<\/span> shall have power to take <span class=\"dictionary\">limited liability company<\/span> action or other action as shall be appropriate to protect any remedy, right, or claim.<\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nSURVIVAL OF REMEDY AFTER CANCELLATION OF EXISTENCE (\u00a7 13.1-1050.5)\n\nThe cancellation of existence of a limited liability company shall not take away\nor impair any remedy available to or against the limited liability company or\nits members or managers for any right or claim existing, or any liability\nincurred, before the cancellation. Any action or proceeding by or against the\nlimited liability company may be prosecuted or defended by the limited liability\ncompany in its name. The members or managers shall have power to take limited\nliability company action or other action as shall be appropriate to protect any\nremedy, right, or claim.\n\nHISTORY: 2016, c. 288.","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"}}