13.1-750 - Articles of termination of corporate existence. - Virginia Statutes

§ 13.1-750. Articles of termination of corporate existence.

A. When a corporation has distributed all of its assets to its creditors andshareholders and voluntary dissolution proceedings have not been revoked, itshall file articles of termination of corporate existence with theCommission. The articles shall set forth:

1. The name of the corporation;

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

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 That the dissolution of the corporation has not been revoked.

B. With the articles of termination of corporate existence, the corporationshall file a statement certifying that the corporation has filed returns andhas paid all state taxes to the time of the certificate. In contemplation ofsubmitting the required statement, the corporation may file returns and paytaxes before such returns and taxes would otherwise be due.

C. 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 shareholders, directors and officers asprovided in this chapter.

D. The statement "that all the assets of the corporation have beendistributed to its creditors and shareholders" means that the corporationhas divested itself of all its assets by the payment of claims or liquidatingdividends or by assignment to a trustee or trustees for the benefit ofclaimants or shareholders. If any shareholder, certificate holder, member,bondholder, or other security holder, or a participating patron of acooperative who is entitled to a share in the distribution of the assetscannot be found, the corporation may thereupon, and without awaiting the oneyear mentioned in § 55-210.7, pay such person's share to the State Treasureras abandoned property on complying with all applicable requirements of §55-210.12 except subdivision B 4.

(Code 1950, § 13.1-89; 1956, c. 428; 1966, c. 343; 1975, c. 500; 1985, c.522; 1994, c. 291; 2004, c. 162; 2005, c. 765.)