13.1-904 - Articles of dissolution. - Virginia Statutes

§ 13.1-904. Articles of dissolution.

A. At any time after dissolution is approved, the corporation may dissolve byfiling with the Commission articles of dissolution setting forth:

1. The name of the corporation.

2. The date dissolution was authorized.

3. Where there are members having voting rights, either (i) a statement thatdissolution was authorized by unanimous consent of the members, or (ii) astatement that the proposed dissolution was submitted to the members by theboard of directors in accordance with this article and a statement of (a) theexistence of a quorum of each voting group entitled to vote separately ondissolution and (b) either the total number of votes cast for and againstdissolution by each voting group entitled to vote separately on dissolutionor the total number of undisputed votes cast for dissolution separately byeach voting group and a statement that the number cast for dissolution byeach voting group was sufficient for approval by that voting group.

4. Where there are no members, or no members having voting rights, then astatement of that fact, the date of the meeting of the board of directors atwhich the dissolution was authorized and a statement of the fact thatdissolution was authorized by the vote of a majority of the directors inoffice.

B. If the Commission finds that the articles of dissolution comply with therequirements of law and that the corporation has paid all required fees andtaxes imposed by laws administered by the Commission, it shall issue acertificate of dissolution.

C. A corporation is dissolved upon the effective date of the certificate ofdissolution.

D. For purposes of §§ 13.1-902 through 13.1-908.2, "dissolved corporation"means a corporation whose articles of dissolution have become effective; theterm includes a successor entity to which the remaining assets of thecorporation are transferred subject to its liabilities for purposes ofliquidation.

(Code 1950, §§ 13.1-252, 13.1-253; 1956, c. 428; 1974, c. 452; 1975, c. 500;1985, c. 522; 2003, c. 596; 2007, c. 925.)