{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-745.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-745.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-745.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-745.html"}],"law_id":64259,"edition_id":1,"section_id":64259,"structure_id":15213,"section_number":"13.1-745","catch_line":"Effect of dissolution","history":"Code 1950, \u00a7\u00a7 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nA 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\n\nCollecting its assets;2\n\nDisposing of its properties that will not be distributed in kind to its shareholders;3\n\nDischarging or making provision for discharging its liabilities;4\n\nMaking distributions of its remaining assets among its shareholders according to their interests; and5\n\nDoing every other act necessary to wind up and liquidate its business and affairs.B\n\nDissolution of a corporation does not:1\n\nTransfer title to the corporation’s property;2\n\nPrevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;3\n\nSubject its directors to standards of conduct different from those prescribed in Article 9 (§ 13.1-673 et seq.);4\n\nChange (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\n\nPrevent commencement of a proceeding by or against the corporation in its corporate name;6\n\nAbate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or7\n\nTerminate the authority of the registered agent of the corporation.C\n\nA 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.","order_by":null,"text":{"0":{"id":233901,"text":"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:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":233902,"text":"Collecting its assets;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":233903,"text":"Disposing of its properties that will not be distributed in kind to its shareholders;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":233904,"text":"Discharging or making provision for discharging its liabilities;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":233905,"text":"Making distributions of its remaining assets among its shareholders according to their interests; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":233906,"text":"Doing every other act necessary to wind up and liquidate its business and affairs.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":233907,"text":"Dissolution of a corporation does not:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"B1"},"7":{"id":233908,"text":"Transfer title to the corporation’s property;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"8":{"id":233909,"text":"Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"9":{"id":233910,"text":"Subject its directors to standards of conduct different from those prescribed in Article 9 (§ 13.1-673 et seq.);","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"10":{"id":233911,"text":"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;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"11":{"id":233912,"text":"Prevent commencement of a proceeding by or against the corporation in its corporate name;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"12":{"id":233913,"text":"Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"13":{"id":233914,"text":"Terminate the authority of the registered agent of the corporation.","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"C"},"14":{"id":233915,"text":"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.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B7"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-745\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 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 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":60460,"section_number":"13.1-749","catch_line":"Decree of dissolution","order_by":null,"url":"\/13.1-749\/"}],"refers_to":[{"id":79378,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-673\/"}],"permalink":{"id":150621,"object_type":"law","relational_id":64259,"identifier":"13.1-745","token":"13.1\/9\/16\/13.1-745","url":"\/13.1-745\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-745\/","token":"13.1\/9\/16\/13.1-745","dublin_core":{"Title":"Effect of dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-745","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved corporation<\/span> continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Collecting its assets<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Disposing of its properties that will not be distributed in kind to its shareholders<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Discharging or making provision for discharging its liabilities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Making distributions<\/span> of its remaining assets<\/span> among its shareholders<\/span> according to their interests<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Doing every other act necessary to wind up and liquidate its business and affairs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Dissolution of a corporation<\/span> does not: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Transfer title to the corporation<\/span>’s property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Prevent transfer of its shares<\/span> or securities, although the authorization to dissolve may provide for closing the corporation<\/span>’s share transfer records; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Subject its directors to standards of conduct different from those prescribed in Article 9 (§ 13.1-673<\/a> et seq.); <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Change (i) quorum or voting requirements for its board of directors or shareholders<\/span>; (ii) provisions for selection, resignation, or removal of its directors or officers; or (iii) provisions for amending its bylaws; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Prevent commencement of a proceeding<\/span> by or against the corporation<\/span> in its corporate name; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Abate or suspend a proceeding<\/span> pending by or against the corporation<\/span> on the effective date of dissolution; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Terminate the authority of the registered agent of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A distribution<\/span> in liquidation<\/span> under this section may only be made by a dissolved corporation<\/span>. For purposes of determining the shareholders<\/span> entitled to receive a distribution<\/span> in liquidation<\/span>, the board of directors may fix a future date as a record date<\/span>. If the board of directors does not fix a record date<\/span> for the determination, the record date<\/span> is the date the board of directors authorizes the distribution<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF DISSOLUTION (\u00a7 13.1-745)\n\nA. A dissolved corporation continues its corporate existence but may not carry\non any business except that appropriate to wind up and liquidate its business\nand affairs, including:\n\n 1. Collecting its assets;\n\n 2. Disposing of its properties that will not be distributed in kind to its\n shareholders;\n\n 3. Discharging or making provision for discharging its liabilities;\n\n 4. Making distributions of its remaining assets among its shareholders\n according to their interests; and\n\n 5. Doing every other act necessary to wind up and liquidate its business and\n affairs.\n\nB. Dissolution of a corporation does not:\n\n 1. Transfer title to the corporation’s property;\n\n 2. Prevent transfer of its shares or securities, although the authorization to\n dissolve may provide for closing the corporation’s share transfer\n records;\n\n 3. Subject its directors to standards of conduct different from those\n prescribed in Article 9 (§ 13.1-673 et seq.);\n\n 4. Change (i) quorum or voting requirements for its board of directors or\n shareholders; (ii) provisions for selection, resignation, or removal of its\n directors or officers; or (iii) provisions for amending its bylaws;\n\n 5. Prevent commencement of a proceeding by or against the corporation in its\n corporate name;\n\n 6. Abate or suspend a proceeding pending by or against the corporation on the\n effective date of dissolution; or\n\n 7. Terminate the authority of the registered agent of the corporation.\n\nC. A distribution in liquidation under this section may only be made by a\ndissolved corporation. For purposes of determining the shareholders entitled to\nreceive a distribution in liquidation, the board of directors may fix a future\ndate as a record date. If the board of directors does not fix a record date for\nthe determination, the record date is the date the board of directors authorizes\nthe distribution.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522; 2019, c.\n734.","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}}