{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-742.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-742.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-742.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-742.html"}],"law_id":78573,"edition_id":1,"section_id":78573,"structure_id":15213,"section_number":"13.1-742","catch_line":"Dissolution by directors and shareholders","history":"Code 1950, \u00a7 13.1-81; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nThe board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.B\n\nFor a proposal to dissolve to be approved:1\n\nThe board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation, in which case the board of directors shall inform the shareholders of the basis for that determination; and2\n\nThe shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.C\n\nThe board of directors may set conditions for the approval of the proposal for dissolution by shareholders or on the effectiveness of the dissolution.D\n\nIf the approval of the shareholders is to be sought at a shareholders’ meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which dissolution will be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.E\n\nUnless the articles of incorporation or the board of directors, acting pursuant to subsection C, requires a greater vote, a greater quorum, or a vote by voting groups, dissolution to be authorized must be approved at a shareholders’ meeting at which a quorum exists by the holders of more than two-thirds of all votes entitled to be cast on the proposal to dissolve. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.","order_by":null,"text":{"0":{"id":281577,"text":"The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":281578,"text":"For a proposal to dissolve to be approved:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":281579,"text":"The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation, in which case the board of directors shall inform the shareholders of the basis for that determination; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":281580,"text":"The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":281581,"text":"The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or on the effectiveness of the dissolution.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"5":{"id":281582,"text":"If the approval of the shareholders is to be sought at a shareholders’ meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which dissolution will be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":281583,"text":"Unless the articles of incorporation or the board of directors, acting pursuant to subsection C, requires a greater vote, a greater quorum, or a vote by voting groups, dissolution to be authorized must be approved at a shareholders’ meeting at which a quorum exists by the holders of more than two-thirds of all votes entitled to be cast on the proposal to dissolve. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":15213,"edition_id":1,"name":"Dissolution","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:53:05","date_modified":"2026-06-26 03:53:05","permalink":{"id":150607,"object_type":"structure","relational_id":15213,"identifier":"16","token":"13.1\/9\/16","url":"\/13.1\/9\/16\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":78573,"structure_id":15213,"section_number":"13.1-742","catch_line":"Dissolution by directors and shareholders","url":"\/13.1-742\/","token":"13.1\/9\/16\/13.1-742","metadata":false},{"id":74323,"structure_id":15213,"section_number":"13.1-743","catch_line":"Articles of dissolution","url":"\/13.1-743\/","token":"13.1\/9\/16\/13.1-743","metadata":false},{"id":84480,"structure_id":15213,"section_number":"13.1-744","catch_line":"Revocation of dissolution","url":"\/13.1-744\/","token":"13.1\/9\/16\/13.1-744","metadata":false},{"id":64259,"structure_id":15213,"section_number":"13.1-745","catch_line":"Effect of dissolution","url":"\/13.1-745\/","token":"13.1\/9\/16\/13.1-745","metadata":false},{"id":71065,"structure_id":15213,"section_number":"13.1-746","catch_line":"Known claims against dissolved corporation","url":"\/13.1-746\/","token":"13.1\/9\/16\/13.1-746","metadata":false},{"id":80590,"structure_id":15213,"section_number":"13.1-746.1","catch_line":"Other claims against dissolved corporation","url":"\/13.1-746.1\/","token":"13.1\/9\/16\/13.1-746.1","metadata":false},{"id":65922,"structure_id":15213,"section_number":"13.1-746.2","catch_line":"Court proceedings","url":"\/13.1-746.2\/","token":"13.1\/9\/16\/13.1-746.2","metadata":false},{"id":61111,"structure_id":15213,"section_number":"13.1-746.3","catch_line":"Director duties","url":"\/13.1-746.3\/","token":"13.1\/9\/16\/13.1-746.3","metadata":false},{"id":78235,"structure_id":15213,"section_number":"13.1-747","catch_line":"Grounds for judicial dissolution","url":"\/13.1-747\/","token":"13.1\/9\/16\/13.1-747","metadata":false},{"id":66813,"structure_id":15213,"section_number":"13.1-748","catch_line":"Receivership or custodianship","url":"\/13.1-748\/","token":"13.1\/9\/16\/13.1-748","metadata":false},{"id":60460,"structure_id":15213,"section_number":"13.1-749","catch_line":"Decree of dissolution","url":"\/13.1-749\/","token":"13.1\/9\/16\/13.1-749","metadata":false},{"id":79426,"structure_id":15213,"section_number":"13.1-749.1","catch_line":"Election to purchase in lieu of dissolution","url":"\/13.1-749.1\/","token":"13.1\/9\/16\/13.1-749.1","metadata":false},{"id":74574,"structure_id":15213,"section_number":"13.1-750","catch_line":"Articles of termination of corporate existence","url":"\/13.1-750\/","token":"13.1\/9\/16\/13.1-750","metadata":false},{"id":86164,"structure_id":15213,"section_number":"13.1-751","catch_line":"Termination of corporate existence by incorporators or initial directors","url":"\/13.1-751\/","token":"13.1\/9\/16\/13.1-751","metadata":false},{"id":85358,"structure_id":15213,"section_number":"13.1-752","catch_line":"Automatic termination of corporate existence","url":"\/13.1-752\/","token":"13.1\/9\/16\/13.1-752","metadata":false},{"id":57936,"structure_id":15213,"section_number":"13.1-753","catch_line":"Involuntary termination of corporate existence","url":"\/13.1-753\/","token":"13.1\/9\/16\/13.1-753","metadata":false},{"id":70924,"structure_id":15213,"section_number":"13.1-754","catch_line":"Reinstatement of a corporation that has ceased to exist","url":"\/13.1-754\/","token":"13.1\/9\/16\/13.1-754","metadata":false},{"id":69331,"structure_id":15213,"section_number":"13.1-755","catch_line":"Survival of remedy after termination of corporate existence","url":"\/13.1-755\/","token":"13.1\/9\/16\/13.1-755","metadata":false},{"id":71024,"structure_id":15213,"section_number":"13.1-756","catch_line":"Repealed","url":"\/13.1-756\/","token":"13.1\/9\/16\/13.1-756","metadata":false}],"next_section":{"id":74323,"structure_id":15213,"section_number":"13.1-743","catch_line":"Articles of dissolution","url":"\/13.1-743\/","token":"13.1\/9\/16\/13.1-743","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-742\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 times. 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. Those modifications are as follows: in 1956, chapter 428; in 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":79230,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-604.1\/"},{"id":80786,"section_number":"13.1-653","catch_line":"Distributions to shareholders","order_by":null,"url":"\/13.1-653\/"},{"id":78985,"section_number":"13.1-724","catch_line":"Shareholder approval of certain dispositions","order_by":null,"url":"\/13.1-724\/"},{"id":74323,"section_number":"13.1-743","catch_line":"Articles of dissolution","order_by":null,"url":"\/13.1-743\/"},{"id":74233,"section_number":"13.1-995","catch_line":"Members to have rights of shareholders","order_by":null,"url":"\/13.1-995\/"},{"id":63207,"section_number":"56-231.21","catch_line":"Dissolution and termination of cooperatives","order_by":null,"url":"\/56-231.21\/"},{"id":65253,"section_number":"56-503","catch_line":"Dissolution","order_by":null,"url":"\/56-503\/"}],"refers_to":false,"permalink":{"id":150609,"object_type":"law","relational_id":78573,"identifier":"13.1-742","token":"13.1\/9\/16\/13.1-742","url":"\/13.1-742\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-742\/","token":"13.1\/9\/16\/13.1-742","dublin_core":{"Title":"Dissolution by directors and shareholders","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-742","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The board of directors may propose dissolution for submission to the shareholders<\/span> by first adopting a resolution authorizing the dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> For a proposal to dissolve to be approved: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors shall recommend dissolution to the shareholders<\/span> unless the board of directors determines that because of conflict of interests<\/span> or other special circumstances it should make no recommendation, in which case the board of directors shall inform the shareholders<\/span> of the basis for that determination; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The shareholders<\/span> entitled to vote shall approve the proposal to dissolve as provided in subsection E. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The board of directors may set conditions for the approval of the proposal for dissolution by shareholders<\/span> or on the effectiveness of the dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the approval of the shareholders<\/span> is to be sought at a shareholders<\/span>’ meeting, the corporation<\/span> shall notify each shareholder<\/span>, regardless of whether entitled to vote, of the meeting of shareholders<\/span> at which dissolution will be submitted for approval. The notice shall state<\/span> that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Unless the articles of incorporation<\/span> or the board of directors, acting pursuant to subsection C, requires a greater vote, a greater quorum, or a vote by voting groups<\/span>, dissolution to be authorized must be approved at a shareholders<\/span>’ meeting at which a quorum exists by the holders of more than two-thirds of all votes entitled to be cast on the proposal to dissolve. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast by each voting group<\/span> entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDISSOLUTION BY DIRECTORS AND SHAREHOLDERS (\u00a7 13.1-742)\n\nA. The board of directors may propose dissolution for submission to the\nshareholders by first adopting a resolution authorizing the dissolution.\n\nB. For a proposal to dissolve to be approved:\n\n 1. The board of directors shall recommend dissolution to the shareholders\n unless the board of directors determines that because of conflict of interests\n or other special circumstances it should make no recommendation, in which case\n the board of directors shall inform the shareholders of the basis for that\n determination; and\n\n 2. The shareholders entitled to vote shall approve the proposal to dissolve as\n provided in subsection E.\n\nC. The board of directors may set conditions for the approval of the proposal\nfor dissolution by shareholders or on the effectiveness of the dissolution.\n\nD. If the approval of the shareholders is to be sought at a shareholders’\nmeeting, the corporation shall notify each shareholder, regardless of whether\nentitled to vote, of the meeting of shareholders at which dissolution will be\nsubmitted for approval. The notice shall state that the purpose, or one of the\npurposes, of the meeting is to consider dissolving the corporation.\n\nE. Unless the articles of incorporation or the board of directors, acting\npursuant to subsection C, requires a greater vote, a greater quorum, or a vote\nby voting groups, dissolution to be authorized must be approved at a\nshareholders’ meeting at which a quorum exists by the holders of more than\ntwo-thirds of all votes entitled to be cast on the proposal to dissolve. The\narticles of incorporation may provide for a greater or lesser vote than that\nprovided for in this subsection or a vote by separate voting groups so long as\nthe vote provided for is not less than a majority of all the votes cast by each\nvoting group entitled to vote on the proposed dissolution at a meeting at which\na quorum of the voting group exists.\n\nHISTORY: Code 1950, \u00a7 13.1-81; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,\nc. 765; 2019, c. 734.","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}}