{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-746.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-746.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-746.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-746.1.html"}],"law_id":80590,"edition_id":1,"section_id":80590,"structure_id":15213,"section_number":"13.1-746.1","catch_line":"Other claims against dissolved corporation","history":"2005, c. 765; 2007, c. 165; 2008, c. 91; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nA dissolved corporation may deliver notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-746 is not treated as a claim for purposes of § 13.1-746. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice shall (i) be published one time in a newspaper of general circulation in the city or county where the dissolved corporation’s principal office, or, if none in the Commonwealth, its registered office, is or was last located or (ii) be posted conspicuously for at least 30 days on the dissolved corporation’s website. The notice of dissolution shall request that persons with claims against the dissolved corporation present them in accordance with the notice.B\n\nThe notice shall:1\n\nDescribe the information that is required to be included in a claim and provide a mailing address where the claim may be delivered; and2\n\nState that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of delivery of notice to the claimant, or the date of publication of the notice, as appropriate.C\n\nIf the dissolved corporation provides notice of its dissolution in accordance with this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation prior to the earlier of the expiration of any applicable statute of limitations or three years after the publication of the notice:1\n\nA claimant who was not given written notice under § 13.1-746; and2\n\nA claimant whose claim pursuant to subsection D of § 13.1-746 is not treated as a claim for purposes of § 13.1-746.D\n\nA claim that is not barred by subsection C of \u00a7 13.1-746 or subsection C of this section may be enforced:1\n\nAgainst the dissolved corporation, to the extent of its undistributed assets; or2\n\nExcept as provided in subsection D of § 13.1-746.2, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.","order_by":null,"text":{"0":{"id":288823,"text":"A dissolved corporation may deliver notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-746 is not treated as a claim for purposes of § 13.1-746. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice shall (i) be published one time in a newspaper of general circulation in the city or county where the dissolved corporation’s principal office, or, if none in the Commonwealth, its registered office, is or was last located or (ii) be posted conspicuously for at least 30 days on the dissolved corporation’s website. The notice of dissolution shall request that persons with claims against the dissolved corporation present them in accordance with the notice.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":288824,"text":"The notice shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":288825,"text":"Describe the information that is required to be included in a claim and provide a mailing address where the claim may be delivered; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":288826,"text":"State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of delivery of notice to the claimant, or the date of publication of the notice, as appropriate.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":288827,"text":"If the dissolved corporation provides notice of its dissolution in accordance with this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation prior to the earlier of the expiration of any applicable statute of limitations or three years after the publication of the notice:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"5":{"id":288828,"text":"A claimant who was not given written notice under § 13.1-746; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"6":{"id":288829,"text":"A claimant whose claim pursuant to subsection D of § 13.1-746 is not treated as a claim for purposes of § 13.1-746.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"7":{"id":288830,"text":"A claim that is not barred by subsection C of \u00a7 13.1-746 or subsection C of this section may be enforced:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"D1"},"8":{"id":288831,"text":"Against the dissolved corporation, to the extent of its undistributed assets; or","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"9":{"id":288832,"text":"Except as provided in subsection D of § 13.1-746.2, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder’s total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-746.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 765<\/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 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 2007, chapter 165<\/a>; in 2008, chapter 91<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":65922,"section_number":"13.1-746.2","catch_line":"Court proceedings","order_by":null,"url":"\/13.1-746.2\/"},{"id":61111,"section_number":"13.1-746.3","catch_line":"Director duties","order_by":null,"url":"\/13.1-746.3\/"},{"id":60460,"section_number":"13.1-749","catch_line":"Decree of dissolution","order_by":null,"url":"\/13.1-749\/"}],"refers_to":[{"id":71065,"section_number":"13.1-746","catch_line":"Known claims against dissolved corporation","order_by":null,"url":"\/13.1-746\/"},{"id":65922,"section_number":"13.1-746.2","catch_line":"Court proceedings","order_by":null,"url":"\/13.1-746.2\/"}],"permalink":{"id":150629,"object_type":"law","relational_id":80590,"identifier":"13.1-746.1","token":"13.1\/9\/16\/13.1-746.1","url":"\/13.1-746.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-746.1\/","token":"13.1\/9\/16\/13.1-746.1","dublin_core":{"Title":"Other claims against dissolved corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-746.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved corporation<\/span> may deliver<\/span> notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-746<\/a> is not treated as a claim for purposes of § 13.1-746<\/a>. A dissolved corporation<\/span> may also publish notice of its dissolution and request that persons<\/span> with claims against the dissolved corporation<\/span> present them in accordance with the notice. The notice shall (i) be published one time in a newspaper of general circulation in the city or county where the dissolved corporation<\/span>’s principal office<\/span>, or, if none in the Commonwealth, its registered office, is or was last located or (ii) be posted conspicuously for at least 30 days on the dissolved corporation<\/span>’s website. The notice of dissolution shall request that persons<\/span> with claims against the dissolved corporation<\/span> present them in accordance with the notice. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The notice shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Describe the information that is required to be included in a claim and provide a mailing address where the claim may be delivered; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> State<\/span> that a claim against the dissolved corporation<\/span> will be barred unless a proceeding<\/span> to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations<\/span> or three years after the date of delivery<\/span> of notice to the claimant, or the date of publication of the notice, as appropriate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the dissolved corporation<\/span> provides notice of its dissolution in accordance with this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding<\/span> to enforce the claim against the dissolved corporation<\/span> prior to the earlier of the expiration of any applicable statute of limitations<\/span> or three years after the publication of the notice: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A claimant who was not given written<\/span> notice under § 13.1-746<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A claimant whose claim pursuant to subsection D of § 13.1-746<\/a> is not treated as a claim for purposes of § 13.1-746<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A claim that is not barred by subsection C of \u00a7 13.1-746<\/a> or subsection C of this section may be enforced: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Against the dissolved corporation<\/span>, to the extent of its undistributed assets<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except as provided in subsection D of § 13.1-746.2<\/a>, if the assets<\/span> have been distributed in liquidation<\/span>, against a shareholder<\/span> of the dissolved corporation<\/span> to the extent of the shareholder<\/span>’s pro rata share of the claim or the corporate assets<\/span> distributed to the shareholder<\/span> in liquidation<\/span>, whichever is less, but a shareholder<\/span>’s total liability for all claims under this section may not exceed the total amount of assets<\/span> distributed to the shareholder<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nOTHER CLAIMS AGAINST DISSOLVED CORPORATION (\u00a7 13.1-746.1)\n\nA. A dissolved corporation may deliver notice of its dissolution to any known\nclaimant with a liability or claim that pursuant to subsection D of §\n13.1-746 is not treated as a claim for purposes of § 13.1-746. A dissolved\ncorporation may also publish notice of its dissolution and request that persons\nwith claims against the dissolved corporation present them in accordance with\nthe notice. The notice shall (i) be published one time in a newspaper of general\ncirculation in the city or county where the dissolved corporation’s\nprincipal office, or, if none in the Commonwealth, its registered office, is or\nwas last located or (ii) be posted conspicuously for at least 30 days on the\ndissolved corporation’s website. The notice of dissolution shall request\nthat persons with claims against the dissolved corporation present them in\naccordance with the notice.\n\nB. The notice shall:\n\n 1. Describe the information that is required to be included in a claim and\n provide a mailing address where the claim may be delivered; and\n\n 2. State that a claim against the dissolved corporation will be barred unless\n a proceeding to enforce the claim is commenced prior to the earlier of the\n expiration of any applicable statute of limitations or three years after the\n date of delivery of notice to the claimant, or the date of publication of the\n notice, as appropriate.\n\nC. If the dissolved corporation provides notice of its dissolution in accordance\nwith this section, the claim of each of the following claimants is barred unless\nthe claimant commences a proceeding to enforce the claim against the dissolved\ncorporation prior to the earlier of the expiration of any applicable statute of\nlimitations or three years after the publication of the notice:\n\n 1. A claimant who was not given written notice under § 13.1-746; and\n\n 2. A claimant whose claim pursuant to subsection D of § 13.1-746 is not\n treated as a claim for purposes of § 13.1-746.\n\nD. A claim that is not barred by subsection C of \u00a7 13.1-746 or subsection C of\nthis section may be enforced:\n\n 1. Against the dissolved corporation, to the extent of its undistributed\n assets; or\n\n 2. Except as provided in subsection D of § 13.1-746.2, if the assets have\n been distributed in liquidation, against a shareholder of the dissolved\n corporation to the extent of the shareholder’s pro rata share of the\n claim or the corporate assets distributed to the shareholder in liquidation,\n whichever is less, but a shareholder’s total liability for all claims\n under this section may not exceed the total amount of assets distributed to\n the shareholder.\n\nHISTORY: 2005, c. 765; 2007, c. 165; 2008, c. 91; 2015, c. 611; 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}}