{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1238.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1238.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1238.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1238.1.html"}],"law_id":60423,"edition_id":1,"section_id":60423,"structure_id":15125,"section_number":"13.1-1238.1","catch_line":"Automatic cancellation of business trust existence","history":"2008, c. 101; 2013, c. 25.","full_text":"A\n\nWhether or not the notice described in subsection B of § 13.1-1254 is mailed, if any business trust fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.B\n\nIf any business trust whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1222 fails to file a statement of change pursuant to § 13.1-1221 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the business trust of impending cancellation of its existence. If the business trust fails to file the statement of change before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the business trust shall be automatically canceled as of that day.C\n\nThe properties and affairs of a business trust whose existence has been canceled pursuant to this section shall pass automatically to its trustees as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the business trust; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its beneficial owners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the liquidating trustees shall distribute the remainder of its assets, either in cash or in kind, among its beneficial owners according to their respective rights and interests.D\n\nNo beneficial owner, trustee, or other agent of a business trust shall have any personal obligation for any liabilities of the business trust, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the business trust’s existence pursuant to this section.","order_by":null,"text":{"0":{"id":220949,"text":"Whether or not the notice described in subsection B of § 13.1-1254 is mailed, if any business trust fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":220950,"text":"If any business trust whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1222 fails to file a statement of change pursuant to § 13.1-1221 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the business trust of impending cancellation of its existence. If the business trust fails to file the statement of change before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the business trust shall be automatically canceled as of that day.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":220951,"text":"The properties and affairs of a business trust whose existence has been canceled pursuant to this section shall pass automatically to its trustees as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the business trust; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its beneficial owners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the liquidating trustees shall distribute the remainder of its assets, either in cash or in kind, among its beneficial owners according to their respective rights and interests.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":220952,"text":"No beneficial owner, trustee, or other agent of a business trust shall have any personal obligation for any liabilities of the business trust, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the business trust’s existence pursuant to this section.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15125,"edition_id":1,"name":"Dissolution","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:52:18","date_modified":"2026-06-26 03:52:18","permalink":{"id":149417,"object_type":"structure","relational_id":15125,"identifier":"8","token":"13.1\/14\/8","url":"\/13.1\/14\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":70888,"structure_id":15125,"section_number":"13.1-1234","catch_line":"Dissolution generally","url":"\/13.1-1234\/","token":"13.1\/14\/8\/13.1-1234","metadata":false},{"id":76577,"structure_id":15125,"section_number":"13.1-1235","catch_line":"Judicial dissolution","url":"\/13.1-1235\/","token":"13.1\/14\/8\/13.1-1235","metadata":false},{"id":71409,"structure_id":15125,"section_number":"13.1-1236","catch_line":"Winding up","url":"\/13.1-1236\/","token":"13.1\/14\/8\/13.1-1236","metadata":false},{"id":78638,"structure_id":15125,"section_number":"13.1-1237","catch_line":"Distribution of assets upon dissolution","url":"\/13.1-1237\/","token":"13.1\/14\/8\/13.1-1237","metadata":false},{"id":57615,"structure_id":15125,"section_number":"13.1-1238","catch_line":"Articles of cancellation","url":"\/13.1-1238\/","token":"13.1\/14\/8\/13.1-1238","metadata":false},{"id":60423,"structure_id":15125,"section_number":"13.1-1238.1","catch_line":"Automatic cancellation of business trust existence","url":"\/13.1-1238.1\/","token":"13.1\/14\/8\/13.1-1238.1","metadata":false},{"id":85409,"structure_id":15125,"section_number":"13.1-1238.2","catch_line":"Involuntary cancellation of business trust existence","url":"\/13.1-1238.2\/","token":"13.1\/14\/8\/13.1-1238.2","metadata":false},{"id":82140,"structure_id":15125,"section_number":"13.1-1239","catch_line":"Reinstatement of a business trust that has ceased to exist","url":"\/13.1-1239\/","token":"13.1\/14\/8\/13.1-1239","metadata":false},{"id":82921,"structure_id":15125,"section_number":"13.1-1240","catch_line":"Dissolution of series","url":"\/13.1-1240\/","token":"13.1\/14\/8\/13.1-1240","metadata":false}],"previous_section":{"id":57615,"structure_id":15125,"section_number":"13.1-1238","catch_line":"Articles of cancellation","url":"\/13.1-1238\/","token":"13.1\/14\/8\/13.1-1238","metadata":false},"next_section":{"id":85409,"structure_id":15125,"section_number":"13.1-1238.2","catch_line":"Involuntary cancellation of business trust existence","url":"\/13.1-1238.2\/","token":"13.1\/14\/8\/13.1-1238.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1238.1\/","history_text":"

This law was first created in 2008. The record of its establishment is cataloged in chapter 101<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2013, chapter 25<\/a>.<\/p>","references":[{"id":70888,"section_number":"13.1-1234","catch_line":"Dissolution generally","order_by":null,"url":"\/13.1-1234\/"}],"refers_to":[{"id":65059,"section_number":"13.1-1221","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-1221\/"},{"id":84513,"section_number":"13.1-1222","catch_line":"Resignation of registered agent","order_by":null,"url":"\/13.1-1222\/"},{"id":75240,"section_number":"13.1-1254","catch_line":"Penalty for failure to timely pay annual registration fees or file statement of change","order_by":null,"url":"\/13.1-1254\/"}],"permalink":{"id":149439,"object_type":"law","relational_id":60423,"identifier":"13.1-1238.1","token":"13.1\/14\/8\/13.1-1238.1","url":"\/13.1-1238.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1238.1\/","token":"13.1\/14\/8\/13.1-1238.1","dublin_core":{"Title":"Automatic cancellation of business trust existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1238.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whether or not the notice described in subsection B of § 13.1-1254<\/a> is mailed, if any business trust<\/span> fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If any business trust<\/span> whose registered agent has filed with the Commission<\/span> a statement of resignation pursuant to § 13.1-1222<\/a> fails to file a statement of change pursuant to § 13.1-1221<\/a> within 31 days after the date on which the statement of resignation was filed, the Commission<\/span> shall mail notice to the business trust<\/span> of impending cancellation of its existence. If the business trust<\/span> fails to file the statement of change before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the business trust<\/span> shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The properties and affairs of a business trust<\/span> whose existence has been canceled pursuant to this section shall pass automatically to its trustees<\/span> as trustees<\/span> in liquidation<\/span>. The trustees<\/span> shall then proceed to (i) collect the assets<\/span> of the business trust<\/span>; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its beneficial owners<\/span>; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the liquidating trustees<\/span> shall distribute the remainder of its assets<\/span>, either in cash or in kind, among its beneficial owners<\/span> according to their respective rights and interests. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No beneficial owner<\/span>, trustee<\/span>, or other agent of a business trust<\/span> shall have any personal obligation for any liabilities of the business trust<\/span>, whether such liabilities arise in contract<\/span>, tort<\/span>, or otherwise, solely by reason of the cancellation of the business trust<\/span>’s existence pursuant to this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTOMATIC CANCELLATION OF BUSINESS TRUST EXISTENCE (\u00a7 13.1-1238.1)\n\nA. Whether or not the notice described in subsection B of § 13.1-1254 is\nmailed, if any business trust fails to pay its annual registration fee on or\nbefore December 31 of the year assessed, its existence shall be automatically\ncanceled as of that day.\n\nB. If any business trust whose registered agent has filed with the Commission a\nstatement of resignation pursuant to § 13.1-1222 fails to file a statement\nof change pursuant to § 13.1-1221 within 31 days after the date on which\nthe statement of resignation was filed, the Commission shall mail notice to the\nbusiness trust of impending cancellation of its existence. If the business trust\nfails to file the statement of change before the last day of the second month\nimmediately following the month in which the impending cancellation notice was\nmailed, the existence of the business trust shall be automatically canceled as\nof that day.\n\nC. The properties and affairs of a business trust whose existence has been\ncanceled pursuant to this section shall pass automatically to its trustees as\ntrustees in liquidation. The trustees shall then proceed to (i) collect the\nassets of the business trust; (ii) sell, convey, and dispose of such of its\nproperties as are not to be distributed in kind to its beneficial owners; (iii)\npay, satisfy, and discharge its liabilities and obligations; and (iv) do all\nother acts required to liquidate its business and affairs. After paying or\nadequately providing for the payment of all its obligations, the liquidating\ntrustees shall distribute the remainder of its assets, either in cash or in\nkind, among its beneficial owners according to their respective rights and\ninterests.\n\nD. No beneficial owner, trustee, or other agent of a business trust shall have\nany personal obligation for any liabilities of the business trust, whether such\nliabilities arise in contract, tort, or otherwise, solely by reason of the\ncancellation of the business trust’s existence pursuant to this section.\n\nHISTORY: 2008, c. 101; 2013, c. 25.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}