{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1099.13.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1099.13.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1099.13.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1099.13.html"}],"law_id":346421,"edition_id":2,"section_id":346421,"structure_id":49744,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","history":"2019, c. 636.","full_text":"A\n\nIf after dissolution the members of a series limited liability company waive the right to have the series limited liability company’s affairs wound up and its existence canceled:\n\n1\n\nEach protected series of the series limited liability company ceases winding up; and\n\n2\n\nThe provisions of § 13.1-1047.1 stating the results of the waiver apply to each protected series of the series limited liability company in accord with § 13.1-1094.\n\nB\n\nA protected series that has ceased to exist may have its existence reinstated in accordance with § 13.1-1050.4 as if it were a limited liability company, provided that the series limited liability company that established the protected series is in existence.\n\n","order_by":null,"text":{"0":{"id":1291580,"text":"If after dissolution the members of a series limited liability company waive the right to have the series limited liability company’s affairs wound up and its existence canceled:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":1291581,"text":"Each protected series of the series limited liability company ceases winding up; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":1291582,"text":"The provisions of § 13.1-1047.1 stating the results of the waiver apply to each protected series of the series limited liability company in accord with § 13.1-1094.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":1291583,"text":"A protected series that has ceased to exist may have its existence reinstated in accordance with § 13.1-1050.4 as if it were a limited liability company, provided that the series limited liability company that established the protected series is in existence.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"ancestry":[{"id":49744,"edition_id":2,"name":"Protected Series","identifier":"16","label":"article","depth":3,"order_by":10,"parent_id":49728,"metadata":{"child_laws":39,"child_structures":0},"date_created":"2026-08-02 02:14:15","date_modified":"2026-08-02 12:29:20","permalink":{"id":1375585,"object_type":"structure","relational_id":49744,"identifier":"16","token":"13.1\/12\/16","url":"\/13.1\/12\/16\/","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":346406,"structure_id":49744,"section_number":"13.1-1088","catch_line":"Definitions","url":"\/13.1-1088\/","token":"13.1\/12\/16\/13.1-1088","metadata":false},{"id":346407,"structure_id":49744,"section_number":"13.1-1089","catch_line":"Nature of protected series","url":"\/13.1-1089\/","token":"13.1\/12\/16\/13.1-1089","metadata":false},{"id":346408,"structure_id":49744,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},{"id":346409,"structure_id":49744,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},{"id":346410,"structure_id":49744,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},{"id":346411,"structure_id":49744,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},{"id":346412,"structure_id":49744,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","url":"\/13.1-1094\/","token":"13.1\/12\/16\/13.1-1094","metadata":false},{"id":346413,"structure_id":49744,"section_number":"13.1-1095","catch_line":"Protected series designation; 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voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},{"id":346421,"structure_id":49744,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},{"id":346422,"structure_id":49744,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},{"id":346423,"structure_id":49744,"section_number":"13.1-1099.15","catch_line":"Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company","url":"\/13.1-1099.15\/","token":"13.1\/12\/16\/13.1-1099.15","metadata":false},{"id":346424,"structure_id":49744,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","url":"\/13.1-1099.16\/","token":"13.1\/12\/16\/13.1-1099.16","metadata":false},{"id":346425,"structure_id":49744,"section_number":"13.1-1099.17","catch_line":"Plan of merger","url":"\/13.1-1099.17\/","token":"13.1\/12\/16\/13.1-1099.17","metadata":false},{"id":346426,"structure_id":49744,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},{"id":346427,"structure_id":49744,"section_number":"13.1-1099.19","catch_line":"Effect of merger","url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","metadata":false},{"id":346428,"structure_id":49744,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},{"id":346429,"structure_id":49744,"section_number":"13.1-1099.20","catch_line":"Application of \u00a7 13.1-1099.10 after merger","url":"\/13.1-1099.20\/","token":"13.1\/12\/16\/13.1-1099.20","metadata":false},{"id":346430,"structure_id":49744,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","metadata":false},{"id":346431,"structure_id":49744,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},{"id":346432,"structure_id":49744,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","metadata":false},{"id":346433,"structure_id":49744,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},{"id":346434,"structure_id":49744,"section_number":"13.1-1099.25","catch_line":"Uniformity of application and construction","url":"\/13.1-1099.25\/","token":"13.1\/12\/16\/13.1-1099.25","metadata":false},{"id":346435,"structure_id":49744,"section_number":"13.1-1099.26","catch_line":"Effect on certain actions","url":"\/13.1-1099.26\/","token":"13.1\/12\/16\/13.1-1099.26","metadata":false},{"id":346436,"structure_id":49744,"section_number":"13.1-1099.27","catch_line":"Relation to Electronic Signatures in Global and National Commerce Act","url":"\/13.1-1099.27\/","token":"13.1\/12\/16\/13.1-1099.27","metadata":false},{"id":346437,"structure_id":49744,"section_number":"13.1-1099.3","catch_line":"Associated members","url":"\/13.1-1099.3\/","token":"13.1\/12\/16\/13.1-1099.3","metadata":{"court_decisions":""}},{"id":346438,"structure_id":49744,"section_number":"13.1-1099.4","catch_line":"Protected series membership interests","url":"\/13.1-1099.4\/","token":"13.1\/12\/16\/13.1-1099.4","metadata":false},{"id":346439,"structure_id":49744,"section_number":"13.1-1099.5","catch_line":"Management","url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","metadata":false},{"id":346440,"structure_id":49744,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","url":"\/13.1-1099.6\/","token":"13.1\/12\/16\/13.1-1099.6","metadata":false},{"id":346441,"structure_id":49744,"section_number":"13.1-1099.7","catch_line":"Limitations on liability","url":"\/13.1-1099.7\/","token":"13.1\/12\/16\/13.1-1099.7","metadata":false},{"id":346442,"structure_id":49744,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","url":"\/13.1-1099.8\/","token":"13.1\/12\/16\/13.1-1099.8","metadata":false},{"id":346443,"structure_id":49744,"section_number":"13.1-1099.9","catch_line":"Remedies of judgment creditor of associated member or protected series assignee","url":"\/13.1-1099.9\/","token":"13.1\/12\/16\/13.1-1099.9","metadata":false}],"previous_section":{"id":346420,"structure_id":49744,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},"next_section":{"id":346422,"structure_id":49744,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.13\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 636<\/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":346411,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","order_by":null,"url":"\/13.1-1093\/"},{"id":346412,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","order_by":null,"url":"\/13.1-1094\/"}],"refers_to":[{"id":346349,"section_number":"13.1-1047.1","catch_line":"Waiver of cancellation","order_by":null,"url":"\/13.1-1047.1\/"},{"id":346359,"section_number":"13.1-1050.4","catch_line":"Reinstatement of a limited liability company that has ceased to exist","order_by":null,"url":"\/13.1-1050.4\/"},{"id":346412,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","order_by":null,"url":"\/13.1-1094\/"}],"permalink":{"id":1375651,"object_type":"law","relational_id":346421,"identifier":"13.1-1099.13","token":"13.1\/12\/16\/13.1-1099.13","url":"\/13.1-1099.13\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","dublin_core":{"Title":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.13","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If after dissolution the members<\/span> of a series limited liability company<\/span> waive<\/span> the right to have the series limited liability company<\/span>’s affairs wound up and its existence canceled: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Each protected series<\/span> of the series limited liability company<\/span> ceases winding up; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The provisions of § 13.1-1047.1<\/a> stating the results of the waiver<\/span> apply to each protected series<\/span> of the series limited liability company<\/span> in accord with § 13.1-1094<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A protected series<\/span> that has ceased to exist may have its existence reinstated in accordance with § 13.1-1050.4<\/a> as if it were a limited liability company<\/span>, provided that the series limited liability company<\/span> that established the protected series<\/span> is in existence. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWAIVER OF CANCELLATION UPON DISSOLUTION; REINSTATEMENT OF SERIES LIMITED\nLIABILITY COMPANY (\u00a7 13.1-1099.13)\n\nA. If after dissolution the members of a series limited liability company waive\nthe right to have the series limited liability company’s affairs wound up\nand its existence canceled:\n\n 1. Each protected series of the series limited liability company ceases\n winding up; and\n\n 2. The provisions of § 13.1-1047.1 stating the results of the waiver\n apply to each protected series of the series limited liability company in\n accord with § 13.1-1094.\n\nB. A protected series that has ceased to exist may have its existence reinstated\nin accordance with § 13.1-1050.4 as if it were a limited liability company,\nprovided that the series limited liability company that established the\nprotected series is in existence.\n\nHISTORY: 2019, c. 636.","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"}}