How to End an LLC in Virginia

By Joe Stone

A Virginia LLC is ended when it is dissolved and its business affairs wound up as required by the Virginia Limited Liability Company Act. The specific actions required depend on how the LLC is dissolved and the type of business that was operated. The dissolution of an LLC can be preplanned or done by unanimous written consent of its members. Once dissolved, the members must wind up the LLC's affairs by notifying its creditors, taxing authorities and, as applicable, licensing and regulatory agencies. After the wind-up is complete, the LLC must file articles of cancellation with the State Corporation Commission.

Step 1

Meet with all LLC members to discuss and vote on dissolving the LLC. If applicable, review the provisions of the articles of organization and any operating agreement regarding dissolution of the LLC. Virginia law permits LLC members to make an operating agreement that governs the LLC's affairs, and these agreements typically address dissolution of the LLC. Virginia law also permits the LLC members to specify when the LLC is to be dissolved either in the articles of organization or operating agreement. If neither document specifies when the LLC is to be dissolved, the members can dissolve it by the unanimous written consent.

Step 2

Send a written notice to all known creditors of the LLC as specified in the Virginia Limited Liability Act. The notice must state: a reasonable description of the claim that the creditor can make; whether the LLC admits the claim or denies it; a deadline at least 120 days from the date of the notice by which the creditor can confirm the claim; a mailing address where to send the confirmation; and a statement indicating that if the LLC denies the claim, it will be barred if written confirmation of the claim is not delivered by the deadline.

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Step 3

Publish a notice of the LLC's dissolution to request that anyone with a claim against the LLC submit the claim as specified in the notice. Virginia law requires that the notice describe the information needed to be included in a claim and an address where the claim must be sent. The notice must also state that any proceeding to enforce a claim must be begun within the statute of limitations or three years after the notice, whichever is earlier.

Step 4

Notify the Virginia Department of Taxation by filing Form R-3 -- called Registration Change Request -- which is available from the department's website. Indicate on the form that the LLC will be going completely out of business and the effective date. If the LLC was registered for employer withholding tax, file a final return summarizing Virginia income tax withheld (Form VA-6) and Form W-2 for each employee. These forms must be filed within 30 days after the last month in which wages were paid.

Step 5

Notify the city or county commissioner of revenue where the LLC is located that the LLC is going out of business. The notification can be made in person at the appropriate local office or in writing.

Step 6

Notify the appropriate state licensing or permitting agency for the LLC's business that the company is going out of business. A list of agencies with website links is available on the Department of Professional and Occupational Regulation website. Some agencies require you to file a form terminating the business's license, such as the Board of Contractors, which requires the filing of a certificate of license termination.

Step 7

File Articles of Cancellation with the State Corporation Commission using the form available from the Commission's website. The form must include the LLC's exact name and the date the Certificate of Organization was filed. The form must also include the reason for the dissolution, such as the unanimous vote of the members. The person signing the form must indicate his title, such as member or manager of the LLC. If the person signing the form is not a member or manager, he must check the appropriate box on the form indicating the authority to manage the business and affairs of the LLC was delegated to him.

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