{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-746.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-746.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-746.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-746.2.html"}],"law_id":65922,"edition_id":1,"section_id":65922,"structure_id":15213,"section_number":"13.1-746.2","catch_line":"Court proceedings","history":"2005, c. 765; 2008, c. 91.","full_text":"A\n\nA dissolved corporation that has complied with the notice requirements of § 13.1-746.1 may file an application with the circuit court of 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 for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery of written notice to the claimant pursuant to subsection B of § 13.1-746. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-746.1.B\n\nWithin 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each known claimant whose claim is covered by the application.C\n\nThe court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.D\n\nProvision by the dissolved corporation for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved corporation’s obligations with respect to claims covered by that order, and such claims may not be enforced against a shareholder who received assets in liquidation.","order_by":null,"text":{"0":{"id":239562,"text":"A dissolved corporation that has complied with the notice requirements of § 13.1-746.1 may file an application with the circuit court of 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 for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery of written notice to the claimant pursuant to subsection B of § 13.1-746. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-746.1.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":239563,"text":"Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each known claimant whose claim is covered by the application.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":239564,"text":"The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":239565,"text":"Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved corporation’s obligations with respect to claims covered by that order, and such claims may not be enforced against a shareholder who received assets in liquidation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-746.2\/","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 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 2008, chapter 91<\/a>.<\/p>","references":[{"id":74323,"section_number":"13.1-743","catch_line":"Articles of dissolution","order_by":null,"url":"\/13.1-743\/"},{"id":80590,"section_number":"13.1-746.1","catch_line":"Other claims against dissolved corporation","order_by":null,"url":"\/13.1-746.1\/"},{"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":80590,"section_number":"13.1-746.1","catch_line":"Other claims against dissolved corporation","order_by":null,"url":"\/13.1-746.1\/"}],"permalink":{"id":150633,"object_type":"law","relational_id":65922,"identifier":"13.1-746.2","token":"13.1\/9\/16\/13.1-746.2","url":"\/13.1-746.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-746.2\/","token":"13.1\/9\/16\/13.1-746.2","dublin_core":{"Title":"Court proceedings","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-746.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved corporation<\/span> that has complied with the notice requirements of § 13.1-746.1<\/a> may file an application with the circuit<\/span> court<\/span> of 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 for a determination of the amount and form of security to be provided for payment of claims that (i) are contingent or have not been made known to the dissolved corporation<\/span> or that are based on an event occurring after the effective date of dissolution but that, based on the facts<\/span> known to the dissolved corporation<\/span>, are reasonably estimated to arise after the effective date of dissolution or (ii) are based on a liability the ultimate maturity of which is more than 60 days after delivery<\/span> of written<\/span> notice to the claimant pursuant to subsection B of § 13.1-746<\/a>. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 13.1-746.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Within 10 days after the filing of the application, notice of the proceeding<\/span> shall be given by the dissolved corporation<\/span> to each known claimant whose claim is covered by the application. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The court<\/span> may appoint a guardian ad litem<\/span> to represent all claimants whose identities are unknown in any proceeding<\/span> brought under this section. The reasonable fees and expenses<\/span> of such guardian, including all reasonable expert witness<\/span> fees, shall be paid by the dissolved corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Provision by the dissolved corporation<\/span> for security in the amount and the form ordered by the court<\/span> under subsection A shall satisfy the dissolved corporation<\/span>’s obligations with respect to claims covered by that order<\/span>, and such claims may not be enforced against a shareholder<\/span> who received assets<\/span> in liquidation<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT PROCEEDINGS (\u00a7 13.1-746.2)\n\nA. A dissolved corporation that has complied with the notice requirements of\n§ 13.1-746.1 may file an application with the circuit court of the city or\ncounty where the dissolved corporation’s principal office, or, if none in\nthe Commonwealth, its registered office, is or was last located for a\ndetermination of the amount and form of security to be provided for payment of\nclaims that (i) are contingent or have not been made known to the dissolved\ncorporation or that are based on an event occurring after the effective date of\ndissolution but that, based on the facts known to the dissolved corporation, are\nreasonably estimated to arise after the effective date of dissolution or (ii)\nare based on a liability the ultimate maturity of which is more than 60 days\nafter delivery of written notice to the claimant pursuant to subsection B of\n§ 13.1-746. Provision need not be made for any claim that is or is\nreasonably anticipated to be barred under subsection C of § 13.1-746.1.\n\nB. Within 10 days after the filing of the application, notice of the proceeding\nshall be given by the dissolved corporation to each known claimant whose claim\nis covered by the application.\n\nC. The court may appoint a guardian ad litem to represent all claimants whose\nidentities are unknown in any proceeding brought under this section. The\nreasonable fees and expenses of such guardian, including all reasonable expert\nwitness fees, shall be paid by the dissolved corporation.\n\nD. Provision by the dissolved corporation for security in the amount and the\nform ordered by the court under subsection A shall satisfy the dissolved\ncorporation’s obligations with respect to claims covered by that order,\nand such claims may not be enforced against a shareholder who received assets in\nliquidation.\n\nHISTORY: 2005, c. 765; 2008, c. 91.","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}}