13.1-743 - Articles of dissolution. - Virginia Statutes

§ 13.1-743. Articles of dissolution.

A. At any time after dissolution is approved by the shareholders, thecorporation may dissolve by filing with the Commission articles ofdissolution setting forth:

1. The name of the corporation;

2. The date dissolution was authorized;

3. Either (i) a statement that dissolution was authorized by unanimousconsent of the shareholders, or (ii) a statement that the proposeddissolution was submitted to the shareholders by the board of directors inaccordance with this article, and a statement of:

a. The designation, number of outstanding shares, and number of votesentitled to be cast by each voting group entitled to vote separately ondissolution; and

b. Either the total number of votes cast for and against dissolution by eachvoting group entitled to vote separately on dissolution or the total numberof undisputed votes cast for dissolution separately by each voting group anda statement that the number cast for dissolution by each voting group wassufficient for approval by that voting group.

B. If the Commission finds that the articles of dissolution comply with therequirements of law and that the corporation has paid all fees and taxes, anddelinquencies thereof, imposed by laws administered by the Commission, itshall issue a certificate of dissolution.

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

D. For purposes of §§ 13.1-742 through 13.1-746.2, "dissolved corporation"means a corporation whose articles of dissolution have become effective andincludes a successor entity to which the remaining assets of the corporationare transferred subject to its liabilities for purposes of liquidation.

(Code 1950, §§ 13.1-80 to 13.1-82, 13.1-87, 13.1-88, 13.1-90; 1956, c. 428;1975, c. 500; 1985, cc. 522, 528; 2005, c. 765.)