13.1-744 - Revocation of dissolution. - Virginia Statutes

§ 13.1-744. Revocation of dissolution.

A. A corporation may revoke its dissolution at any time prior to theeffective date of its certificate of termination of corporate existence.

B. Revocation of dissolution shall be authorized in the same manner as thedissolution was authorized unless that authorization permitted revocation byaction by the board of directors alone, in which event the board of directorsmay revoke the dissolution without shareholder action.

C. After the revocation of dissolution is authorized, the corporation mayrevoke the dissolution by filing with the Commission articles of revocationof dissolution that set forth:

1. The name of the corporation;

2. The effective date of the dissolution that was revoked;

3. The date that the revocation of dissolution was authorized;

4. If the corporation's board of directors revoked a dissolution authorizedby the shareholders, a statement that revocation was permitted by action bythe board of directors alone pursuant to that authorization; and

5. If shareholder action was required to revoke the dissolution, theinformation required by subdivision 3 of subsection A of § 13.1-743.

D. If the Commission finds that the articles of revocation of dissolutioncomply with the requirements of law and that all required fees have beenpaid, it shall issue a certificate of revocation of dissolution.

E. When the revocation of dissolution is effective, it relates back to andtakes effect as of the effective date of the dissolution and the corporationresumes carrying on its business as if the dissolution had never occurred.

(Code 1950, §§ 13.1-85, 13.1-86; 1956, c. 428; 1975, c. 500; 1985, c. 522.)