13.1-752 - Automatic termination of corporate existence. - Virginia Statutes

§ 13.1-752. Automatic termination of corporate existence.

A. If any domestic corporation fails to file its annual report or pay itsannual registration fee in a timely manner as required by this chapter, theCommission shall mail to each such corporation a notice of the impendingtermination of its corporate existence. Whether or not such notice is mailed,if any corporation fails to file its annual report or pay its annualregistration fee on or before the last day of the fourth month immediatelyfollowing its annual report or annual registration fee due date each year,the corporate existence of the corporation shall be automatically terminatedas of that day.

B. If any domestic corporation whose registered agent has filed with theCommission a statement of resignation pursuant to § 13.1-636 fails to file astatement of change pursuant to § 13.1-635 within 31 days after the date onwhich the statement of resignation was filed, the Commission shall mailnotice to the corporation of the impending termination of its corporateexistence. If the corporation fails to file the statement of change beforethe last day of the second month immediately following the month in which theimpending termination notice was mailed, the corporate existence of thecorporation shall be automatically terminated as of that day.

C. The properties and affairs of a corporation whose corporate existence hasbeen terminated pursuant to this section shall pass automatically to itsdirectors as trustees in liquidation. The trustees shall then proceed to (i)collect the assets of the corporation, (ii) sell, convey, and dispose of suchof its properties that are not to be distributed in kind to its shareholders,(iii) pay, satisfy, and discharge its liabilities and obligations, and (iv)do all other acts required to liquidate its business and affairs. Afterpaying or adequately providing for the payment of all its obligations, thetrustees shall distribute the remainder of its assets, either in cash or inkind, among its shareholders according to their respective rights andinterests.

D. No officer, director, or agent of a corporation shall have any personalobligation for any of the liabilities of the corporation whether suchliabilities arise in contract, tort, or otherwise, solely by reason of thetermination of the corporation's existence pursuant to this section.

(Code 1950, § 13.1-91; 1956, c. 428; 1970, c. 4; 1974, c. 72; 1975, c. 500;1985, cc. 522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216;2000, c. 52; 2005, c. 765; 2010, c. 753.)