13.1-753 - Involuntary termination of corporate existence. - Virginia Statutes

§ 13.1-753. Involuntary termination of corporate existence.

A. The corporate existence of a corporation may be terminated involuntarilyby order of the Commission when it finds that the corporation (i) hascontinued to exceed or abuse the authority conferred upon it by law; (ii) hasfailed to maintain a registered office or a registered agent in thisCommonwealth as required by law; (iii) has failed to file any documentrequired by this chapter to be filed with the Commission; or (iv) has beenconvicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions ofits officers and directors constituting a pattern or practice of employingunauthorized aliens in the Commonwealth. Upon termination, the properties andaffairs of the corporation shall pass automatically to its directors astrustees in liquidation. The trustees then shall proceed to collect theassets of the corporation; sell, convey and dispose of such of its propertiesas are not to be distributed in kind to its shareholders; pay, satisfy anddischarge its liabilities and obligations; and do all other acts required toliquidate its business and affairs. After paying or adequately providing forthe payment of all its obligations, the trustees shall distribute theremainder of its assets, either in cash or in kind, among its shareholdersaccording to their respective rights and interests. A corporation whoseexistence is terminated pursuant to clause (iv) shall not be eligible forreinstatement for a period of not less than one year.

B. Any corporation convicted of the offense listed in clause (iv) ofsubsection A shall immediately report such conviction to the Commission andfile with the Commission an authenticated copy of the judgment or record ofconviction.

C. Before entering any such order the Commission shall issue a rule againstthe corporation giving it an opportunity to be heard and show cause why suchan order should not be entered. The Commission may issue the rule on its ownmotion or on motion of the Attorney General.

(Code 1950, § 13.1-93; 1956, c. 428; 1958, c. 506; 1968, c. 116; 1975, cc.88, 500; 1985, c. 522; 1991, c. 310; 2008, cc. 588, 770.)