{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-744.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-744.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-744.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-744.html"}],"law_id":84480,"edition_id":1,"section_id":84480,"structure_id":15213,"section_number":"13.1-744","catch_line":"Revocation of dissolution","history":"Code 1950, \u00a7\u00a7 13.1-85, 13.1-86; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nA corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence.B\n\nRevocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.C\n\nAfter the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Commission for filing articles of revocation of dissolution that set forth:1\n\nThe name of the corporation;2\n\nThe effective date of the dissolution that was revoked;3\n\nThe date that the revocation of dissolution was authorized;4\n\nIf the corporation’s board of directors revoked the dissolution, a statement to that effect and if dissolution was authorized by the shareholders, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and5\n\nIf shareholder action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of § 13.1-743.D\n\nIf the Commission finds that the articles of revocation of dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of revocation of dissolution.E\n\nWhen the certificate of revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the certificate of dissolution and the corporation resumes carrying on its business as if the dissolution had never occurred.","order_by":null,"text":{"0":{"id":302795,"text":"A corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":302796,"text":"Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":302797,"text":"After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Commission for filing articles of revocation of dissolution that set forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":302798,"text":"The name of the corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":302799,"text":"The effective date of the dissolution that was revoked;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":302800,"text":"The date that the revocation of dissolution was authorized;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":302801,"text":"If the corporation’s board of directors revoked the dissolution, a statement to that effect and if dissolution was authorized by the shareholders, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":302802,"text":"If shareholder action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of § 13.1-743.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"D"},"8":{"id":302803,"text":"If the Commission finds that the articles of revocation of dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of revocation of dissolution.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C5","next_prefix":"E"},"9":{"id":302804,"text":"When the certificate of revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the certificate of dissolution and the corporation resumes carrying on its business as if the dissolution had never occurred.","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}],"previous_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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-744\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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 2019, chapter 734<\/a>.<\/p>","references":[{"id":74233,"section_number":"13.1-995","catch_line":"Members to have rights of shareholders","order_by":null,"url":"\/13.1-995\/"}],"refers_to":false,"permalink":{"id":150617,"object_type":"law","relational_id":84480,"identifier":"13.1-744","token":"13.1\/9\/16\/13.1-744","url":"\/13.1-744\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-744\/","token":"13.1\/9\/16\/13.1-744","dublin_core":{"Title":"Revocation of dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-744","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Revocation<\/span> of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation<\/span> by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder<\/span> action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> After the revocation<\/span> of dissolution is authorized, the corporation<\/span> may revoke the dissolution by delivering to the Commission<\/span> for filing articles of revocation<\/span> of dissolution that set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The effective date of the dissolution that was revoked; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date that the revocation<\/span> of dissolution was authorized; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the corporation<\/span>’s board of directors revoked the dissolution, a statement to that effect and if dissolution was authorized by the shareholders<\/span>, a statement that revocation<\/span> was permitted by action of the board of directors alone pursuant to that authorization; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If shareholder<\/span> action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of § 13.1-743<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the Commission<\/span> finds that the articles of revocation<\/span> of dissolution comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of revocation<\/span> of dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> When the certificate of revocation<\/span> of dissolution is effective, it relates back to and takes effect as of the effective date of the certificate of dissolution and the corporation<\/span> resumes carrying on its business as if the dissolution had never occurred. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREVOCATION OF DISSOLUTION (\u00a7 13.1-744)\n\nA. A corporation may revoke its dissolution at any time prior to the effective\ndate of its certificate of termination of corporate existence.\n\nB. Revocation of dissolution shall be authorized in the same manner as the\ndissolution was authorized unless that authorization permitted revocation by\naction of the board of directors alone, in which event the board of directors\nmay revoke the dissolution without shareholder action.\n\nC. After the revocation of dissolution is authorized, the corporation may revoke\nthe dissolution by delivering to the Commission for filing articles of\nrevocation of dissolution that set forth:\n\n 1. The name of the corporation;\n\n 2. The effective date of the dissolution that was revoked;\n\n 3. The date that the revocation of dissolution was authorized;\n\n 4. If the corporation’s board of directors revoked the dissolution, a\n statement to that effect and if dissolution was authorized by the\n shareholders, a statement that revocation was permitted by action of the board\n of directors alone pursuant to that authorization; and\n\n 5. If shareholder action was required to revoke the dissolution, the\n information required by subdivision 3 of subsection A of § 13.1-743.\n\nD. If the Commission finds that the articles of revocation of dissolution comply\nwith the requirements of law and that all required fees have been paid, it shall\nissue a certificate of revocation of dissolution.\n\nE. When the certificate of revocation of dissolution is effective, it relates\nback to and takes effect as of the effective date of the certificate of\ndissolution and the corporation resumes carrying on its business as if the\ndissolution had never occurred.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-85, 13.1-86; 1956, c. 428; 1975, c. 500; 1985, c.\n522; 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}}