Title 13, Corporations and Associations

(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance wi…

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:(1) specify the inf…

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must:(1) be published at least once in a newspaper of general circulation in the jud…

(1) The Lieutenant Governor may commence a proceeding to dissolve a limited liability company administratively if the company does not:(1) pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; or(2) deliver its annual report to …

(a) If the Lieutenant Governor determines that a ground exists for administratively dissolving a limited liability company, the Lieutenant Governor shall enter a record of the determination and serve the company with a copy of the record. (b) If the company does not correct each …

(a) A limited liability company administratively dissolved may apply to the office of the Lieutenant Governor for reinstatement within two years after the effective date of dissolution. The application must:(1) recite the name of the company and the effective date of its administ…

(a) If the Lieutenant Governor denies a limited liability company's application for reinstatement following administrative dissolution, the Lieutenant Governor shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the den…

(1) In this subchapter:(1) “Corporation” means a corporation under Title 13, chapter 1, Virgin Islands Code, a predecessor law, or comparable law of another jurisdiction.(2) “General partner” means a partner in a partnership and a general partner in a limited partnership.(3) “Lim…

(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a n…

(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect:(1) all property owned by the converting partnership or limited partnership vest…

(a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnersh…

(a) After approval of the plan of merger under section 1904, subsection (c) of this chapter, unless the merger is abandoned under section 1904, subsection (d) of this chapter, articles of merger must be signed on behalf of each limited liability company and other entity that is a…

(a) When a merger takes effect:(1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates;(2) all property owned by each of the limited liability companies and other entities that are pa…

This subchapter does not preclude an entity from being converted or merged under other law.

(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members, and their transferees. (b) A foreign limited liability company may not be denied a…

(a) A foreign limited liability company may apply for a certificate of authority to transact business in the Virgin Islands by delivering an application to the office of the Lieutenant Governor for filing. The application must set forth:(1) the name of the foreign company or, if …

(a) Activities of a foreign limited liability company that do not constitute transacting business in the Virgin Islands within the meaning of this subchapter include:(1) maintaining, defending, or settling an action or proceeding;(2) holding meetings of its members or managers or…

Unless the Lieutenant Governor determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the office of the Lieutenant Governor, upon payment of all filing fees, shall file the application and send a rece…

(a) If the name of a foreign limited liability company does not satisfy the requirements of section 1106 of this chapter, the company, to obtain or maintain a certificate of authority to transact business in the Virgin Islands, must use a fictitious name to transact business in t…

(a) A certificate of authority of a foreign limited liability company to transact business in the Virgin Islands may be revoked by the Lieutenant Governor in the manner provided in subsection (b) of this section if:(1) the company fails to:(i) pay any fees, taxes, and penalties o…

A foreign limited liability company may cancel its authority to transact business in the Virgin Islands by filing in the office of the Lieutenant Governor a certificate of cancellation. Cancellation does not terminate the authority of the Lieutenant Governor to accept service of …

(a) A foreign limited liability company transacting business in the Virgin Islands may not maintain an action or proceeding in the Virgin Islands unless it has a certificate of authority to transact business in the Virgin Islands. (b) The failure of a foreign limited liability co…

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in the Virgin Islands in violation of this subchapter.

A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.

(1) In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced, and:(1) must have been a member at the time of the transaction of which the plaintiff complains; or(2) the plaintiff's status as a member must h…

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reas…

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among jurisdictions enacting it.

(a) The liability of members, managers, employees and agents of a limited liability company organized under this chapter shall at all times be determined solely and exclusively by this chapter and the laws of the United States Virgin Islands. (b) If a conflict arises between the …

If any provision of this Chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this Chapter which can be given effect without the invalid provision or application, and to this end the provision…