13.1-912 - Articles of termination of corporate existence. - Virginia Statutes

§ 13.1-912. Articles of termination of corporate existence.

A. When a corporation has distributed all of its assets and voluntarydissolution proceedings have not been revoked, it shall file articles oftermination of corporate existence with the Commission. The articles shallset forth:

1. The name of the corporation;

2. That all the assets of the corporation have been distributed; and

3. That the dissolution of the corporation has not been revoked.

B. If the Commission finds that the articles of termination of corporateexistence comply with the requirements of law and that all required fees havebeen paid, it shall by order issue a certificate of termination of corporateexistence. Upon the issuance of such certificate, the existence of thecorporation shall cease, except for the purpose of suits, other proceedingsand appropriate corporate action by members, directors and officers asprovided in this Act.

C. The statement "that all the assets of the corporation have beendistributed" means that the corporation has divested itself of all itsassets by the payment of claims or by assignment to a trustee or trustees asdirected by § 13.1-907. If any certificate holder, member, bondholder, orother security holder, or a participating patron of a cooperative who isentitled to a share in the distribution of the assets cannot be found, thecorporation may thereupon, and without awaiting the one year mentioned in §55-210.7, pay such person's share to the State Treasurer as abandonedproperty on complying with all applicable requirements of § 55-210.12 exceptsubdivision B 4 of that section.

(1985, c. 522; 1986, c. 529; 2004, c. 162; 2007, c. 925.)