{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1238.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1238.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1238.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1238.2.html"}],"law_id":85409,"edition_id":1,"section_id":85409,"structure_id":15125,"section_number":"13.1-1238.2","catch_line":"Involuntary cancellation of business trust existence","history":"2008, c. 101; 2009, c. 167.","full_text":"A\n\nThe existence of a business trust may be canceled involuntarily by order of the Commission when it finds that the business trust has:1\n\nContinued to exceed or abuse the authority conferred upon it by law;2\n\nFailed to maintain a registered office or a registered agent in the Commonwealth as required by law;3\n\nFailed to file any document required by this chapter to be filed with the Commission; or4\n\nBeen convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its trustees or beneficial owners authorized to act on the behalf of a business trust constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.B\n\nBefore entering any such order, the Commission shall issue a rule against the business trust giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.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\nAny business trust convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A business trust whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.","order_by":null,"text":{"0":{"id":305977,"text":"The existence of a business trust may be canceled involuntarily by order of the Commission when it finds that the business trust has:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":305978,"text":"Continued to exceed or abuse the authority conferred upon it by law;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":305979,"text":"Failed to maintain a registered office or a registered agent in the Commonwealth as required by law;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":305980,"text":"Failed to file any document required by this chapter to be filed with the Commission; or","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":305981,"text":"Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its trustees or beneficial owners authorized to act on the behalf of a business trust constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":305982,"text":"Before entering any such order, the Commission shall issue a rule against the business trust giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":305983,"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"},"7":{"id":305984,"text":"Any business trust convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A business trust whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1238.2\/","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 2009, chapter 167<\/a>.<\/p>","references":[{"id":70888,"section_number":"13.1-1234","catch_line":"Dissolution generally","order_by":null,"url":"\/13.1-1234\/"},{"id":82140,"section_number":"13.1-1239","catch_line":"Reinstatement of a business trust that has ceased to exist","order_by":null,"url":"\/13.1-1239\/"}],"refers_to":false,"permalink":{"id":149443,"object_type":"law","relational_id":85409,"identifier":"13.1-1238.2","token":"13.1\/14\/8\/13.1-1238.2","url":"\/13.1-1238.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1238.2\/","token":"13.1\/14\/8\/13.1-1238.2","dublin_core":{"Title":"Involuntary cancellation of business trust existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1238.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The existence of a business trust<\/span> may be canceled involuntarily by order<\/span> of the Commission<\/span> when it finds that the business trust<\/span> has: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Continued to exceed or abuse the authority conferred upon it by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Failed to maintain a registered office or a registered agent in the Commonwealth as required by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Failed to file any document required by this chapter to be filed with the Commission<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its trustees<\/span> or beneficial owners<\/span> authorized to act on the behalf of a business trust<\/span> constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Before entering any such order<\/span>, the Commission<\/span> shall issue<\/span> a rule against the business trust<\/span> giving it an opportunity to be heard and show cause why such an order<\/span> should not be entered. The Commission<\/span> may issue<\/span> the rule on its own motion<\/span> or on motion<\/span> of the Attorney General<\/span>. <\/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> Any business trust<\/span> convicted of the offense<\/span> listed in subdivision A 4 shall immediately report such conviction<\/span> to the Commission<\/span> and file with the Commission<\/span> an authenticated copy of the judgment<\/span> or record of conviction<\/span>. A business trust<\/span> whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINVOLUNTARY CANCELLATION OF BUSINESS TRUST EXISTENCE (\u00a7 13.1-1238.2)\n\nA. The existence of a business trust may be canceled involuntarily by order of\nthe Commission when it finds that the business trust has:\n\n 1. Continued to exceed or abuse the authority conferred upon it by law;\n\n 2. Failed to maintain a registered office or a registered agent in the\n Commonwealth as required by law;\n\n 3. Failed to file any document required by this chapter to be filed with the\n Commission; or\n\n 4. Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended,\n for actions of its trustees or beneficial owners authorized to act on the\n behalf of a business trust constituting a pattern or practice of employing\n unauthorized aliens in the Commonwealth.\n\nB. Before entering any such order, the Commission shall issue a rule against the\nbusiness trust giving it an opportunity to be heard and show cause why such an\norder should not be entered. The Commission may issue the rule on its own motion\nor on motion of the Attorney General.\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. Any business trust convicted of the offense listed in subdivision A 4 shall\nimmediately report such conviction to the Commission and file with the\nCommission an authenticated copy of the judgment or record of conviction. A\nbusiness trust whose existence is canceled pursuant to subdivision A 4 shall not\nbe eligible for reinstatement for a period of not less than one year.\n\nHISTORY: 2008, c. 101; 2009, c. 167.","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}}