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.

Ready to start your LLC? Start an LLC Online Now

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.

Ready to start your LLC? Start an LLC Online Now
How to Dissolve an LLC in North Carolina
 

References

Resources

Related articles

How to Stop My LLC

The limited liability company is a popular business form because it offers owners the limited liability of a corporation without the burden of many of the formalities that corporations must adhere to. If you close an LLC, however, you must follow certain procedures mandated by state law.

Oregon LLC Dissolution Forms & Instructions

In Oregon, a number of events may trigger the dissolution of an LLC. The members of an LLC can agree to dissolve the LLC . A judicial order may require dissolution of the LLC. Or the LLC may need to file Chapter 7 liquidation bankruptcy. Finally, the LLC's articles of organization or operating agreement may specify certain events that trigger the automatic dissolution of the LLC, such as a departure of one of the members.

Legal Ramifications of Dissolving an LLC

A Limited Liability Company (LLC) is an organization that combines features of a partnership and a corporation. Like a partnership, the owners of the LLC pay tax on the business’s income. Also like a partnership, an LLC has few formal management restrictions. Like a corporation, an LLC protects its owners from being personally liable for the business’s liabilities. LLCs are governed by state law, so if an LLC dissolves the process is defined by the state where it was organized. While there are general trends that are consistent, regardless of where the LLC is located, the specific steps for dissolving an LLC will vary by state. Before dissolving an LLC, check the laws of the state where it is located.

LLCs, Corporations, Patents, Attorney Help LLCs

Related articles

How to Collect a Judgment in Michigan if an LLC Is out of Business?

A limited liability company is a business entity that protects its owners, known as members, against personal liability ...

Maryland's LLC Dissolution Law

By properly dissolving your limited liability company, you can ensure that creditors and state agencies are notified ...

Can a Creditor Collect if an LLC Is Dissolved?

Circumstances might arise under which a creditor can collect debt from a dissolved limited liability company. As such, ...

Dissolving an LLC in Florida

State laws govern the creation, operation and dissolution of limited liability companies (LLCs). In Florida, all LLC ...

Browse by category
Ready to Begin? GET STARTED