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Have you decided to stop transacting business with your Virginia limited liability company? The state of Virginia legally requires all business entities to go through a formal dissolution process.

What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Virginia.

 

What Does It Mean to Dissolve an LLC?

Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Virginia is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.

Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Virginia.

 

How to Dissolve a Domestic Virginia LLC

If your limited liability company is domestic to the state of Virginia, the dissolution process involves the filing of a document called the Articles of Cancellation. The information required to fill out this document includes:

  • Name of your LLC
  • Your Commission-issued company identification number
  • When the certificate of organization was effective
  • Confirmation that you have wound up your LLC’s affairs
  • Other information your members wish to include (optional)
  • Name and signature of an authorized representative

Once you’ve finished filling out this form, you can submit it here for electronic processing. If you file online, you should have a credit or debit card on hand to pay the $25 filing fee (plus a small convenience fee).

If you would rather file on a paper form, you need to include a check for $25 made payable to “State Corporation Commission” and mail or hand-deliver it and your completed form to the following address:

State Corporation Commission
Office of the Clerk
PO Box 1197
Richmond, VA 23218-1197

Typically, the Virginia State Corporation Commission takes 1-2 weeks to process your dissolution documents, but if you file online, your order will be processed instantly.

 

How to Dissolve a Foreign LLC in Virginia

Do you need to dissolve a limited liability company based outside of Virginia, but qualified to transact business within this state?

The dissolution process for foreign LLCs in Virginia starts with the filing of an Application for a Certificate of Cancellation of a Foreign Limited Liability Company Registered to Transact Business in Virginia. Like the Articles of Dissolution used for domestic LLCs, the Certificate of Cancellation is a one-page document, and it includes the following information:

  • Name of your LLC
  • State or jurisdiction where your company was formed
  • Your Commission-issued company identification number
  • Confirmation that the LLC is dissolving due to a merger or conversion to another entity type (if applicable)
  • Mailing address for service of process
  • Name and signature of authorized representative

Similar to the Articles of Cancellation, the Application for Certificate of Cancellation requires a $25 filing fee, and the vast majority of filers use the state’s online portal. If you would rather file your certificate on a paper form, you can make your check out to the “State Corporation Commission.” This filing also gets sent to the same address:

State Corporation Commission
Office of the Clerk
PO Box 1197
Richmond, VA 23218-1197

If you file online, the state will process your filing immediately. If you file on a paper form, it could take up to two weeks.

 

What Else Do I Need to Know About LLC Dissolutions in Virginia?

First off, it’s important to note that once your dissolution is complete, any business entity in Virginia can claim your business name if they would like to use it. This is just one of the many reasons that you should only dissolve your Virginia limited liability company if you’re entirely certain that you’re done conducting business in this state.

You should also keep in mind that there are several scenarios that can lead to the state of Virginia administratively dissolving your LLC. Virginia does not require its LLCs to file an annual report, but it does charge an annual registration fee. If you fail to pay this annual fee on time, you will be charged a $25 late fee and lose your good standing with the state. Then, if you leave the fee unpaid for three months, the State Corporation Commission will perform an administrative dissolution of your business. The same applies if you do not file any required forms or stop using a registered agent.

If you decide later on that you want to reinstate your LLC, you can do so. You’ll need to request the reinstatement packet here. There is a $100 fee for this reinstatement application, and you can only reform your LLC if less than five years have passed since you dissolved. As part of the process, you’ll need to check if your old business name is still available, too.

LLCs that were dissolved by force by the Corporations Commission can also apply for reinstatement. However, as part of the process, you’ll need to pay any delinquent registration fees plus late fees. Once you’ve corrected the problem that caused your LLC to be dissolved, you can proceed with the application. Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Virginia again.

 

Conclusion

Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.

The filing of either the Application for Certificate of Cancellation or the Articles of Cancellation is essentially the same process.

Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Virginia LLC!

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