Virginia § 13.1-745 Effect of dissolution

Virginia Statutes

§ 13.1-745 — Effect of dissolution

Virginia § 13.1-745

Title 13.1Corporations

Ch. 9Virginia Stock Corporation Act

Art. 16Dissolution

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Bluebook

Va. Code Ann. § 13.1-745 (2026).

Text

A.A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

1.Collecting its assets;

2.Disposing of its properties that will not be distributed in kind to its shareholders;

3.Discharging or making provision for discharging its liabilities;

4.Making distributions of its remaining assets among its shareholders according to their interests; and

5.Doing every other act necessary to wind up and liquidate its business and affairs.

B.Dissolution of a corporation does not:

1.Transfer title to the corporation's property;

2.Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer r

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A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

1. Collecting its assets;

2. Disposing of its properties that will not be distributed in kind to its shareholders;

3. Discharging or making provision for discharging its liabilities;

4. Making distributions of its remaining assets among its shareholders according to their interests; and

5. Doing every other act necessary to wind up and liquidate its business and affairs.

B. Dissolution of a corporation does not:

1. Transfer title to the corporation's property;

2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

3. Subject its directors to standards of conduct different from those prescribed in Article 9 (§ 13.1-673 et seq.);

4. Change (i) quorum or voting requirements for its board of directors or shareholders; (ii) provisions for selection, resignation, or removal of its directors or officers; or (iii) provisions for amending its bylaws;

5. Prevent commencement of a proceeding by or against the corporation in its corporate name;

6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

7. Terminate the authority of the registered agent of the corporation.

C. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a future date as a record date. If the board of directors does not fix a record date for the determination, the record date is the date the board of directors authorizes the distribution.