{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-746.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-746.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-746.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-746.html"}],"law_id":71065,"edition_id":1,"section_id":71065,"structure_id":15213,"section_number":"13.1-746","catch_line":"Known claims against dissolved corporation","history":"1985, c. 522; 2005, c. 765; 2007, c. 165; 2008, c. 91; 2019, c. 734.","full_text":"A\n\nA dissolved corporation may dispose of the known claims against it by following the procedure described in this section.B\n\nThe dissolved corporation shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:1\n\nProvide a reasonable description of the claim that the claimant may be entitled to assert;2\n\nState whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;3\n\nProvide a mailing address where a claim may be delivered;4\n\nState the claim deadline, which may not be fewer than 120 days from the effective date of the written notice, by which written confirmation of the claim must be delivered to the dissolved corporation, and if the claimant’s claim is not admitted, the proceeding deadline, which may not be fewer than 180 days from the effective date of the written notice, by which the claimant must commence a proceeding to enforce the claim; and5\n\nState that the claim will be barred if written confirmation of the claim is not delivered by the claim deadline, or, if the claim is not admitted, if the claimant does not commence a proceeding to enforce the claim by the proceeding deadline.C\n\nA claim against the dissolved corporation is barred to the extent that it is not admitted:1\n\nIf the dissolved corporation delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved corporation by the claim deadline; or2\n\nIf the dissolved corporation delivered written notice to the claimant that the claimant’s claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim by the proceeding deadline.D\n\nFor purposes of this section, “claim” does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B. Nothing in this section shall prevent acceleration of liability for an unmatured claim or liability by operation of the agreement under which it was created or exercise of any discretionary right of the claimant thereunder.E\n\nIf a liability exists but the full extent of any damages is not or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or may be still occurring.","order_by":null,"text":{"0":{"id":256242,"text":"A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":256243,"text":"The dissolved corporation shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":256244,"text":"Provide a reasonable description of the claim that the claimant may be entitled to assert;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":256245,"text":"State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":256246,"text":"Provide a mailing address where a claim may be delivered;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":256247,"text":"State the claim deadline, which may not be fewer than 120 days from the effective date of the written notice, by which written confirmation of the claim must be delivered to the dissolved corporation, and if the claimant’s claim is not admitted, the proceeding deadline, which may not be fewer than 180 days from the effective date of the written notice, by which the claimant must commence a proceeding to enforce the claim; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":256248,"text":"State that the claim will be barred if written confirmation of the claim is not delivered by the claim deadline, or, if the claim is not admitted, if the claimant does not commence a proceeding to enforce the claim by the proceeding deadline.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":256249,"text":"A claim against the dissolved corporation is barred to the extent that it is not admitted:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"8":{"id":256250,"text":"If the dissolved corporation delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved corporation by the claim deadline; or","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"9":{"id":256251,"text":"If the dissolved corporation delivered written notice to the claimant that the claimant’s claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim by the proceeding deadline.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"10":{"id":256252,"text":"For purposes of this section, “claim” does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B. Nothing in this section shall prevent acceleration of liability for an unmatured claim or liability by operation of the agreement under which it was created or exercise of any discretionary right of the claimant thereunder.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"11":{"id":256253,"text":"If a liability exists but the full extent of any damages is not or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or may be still occurring.","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":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},"next_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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-746\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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. Unfortunately, the 1985 \u201cActs\u201d aren\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 2005, chapter 765<\/a>; in 2007, chapter 165<\/a>; in 2008, chapter 91<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":80590,"section_number":"13.1-746.1","catch_line":"Other claims against dissolved corporation","order_by":null,"url":"\/13.1-746.1\/"},{"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":false,"permalink":{"id":150625,"object_type":"law","relational_id":71065,"identifier":"13.1-746","token":"13.1\/9\/16\/13.1-746","url":"\/13.1-746\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-746\/","token":"13.1\/9\/16\/13.1-746","dublin_core":{"Title":"Known claims against dissolved corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-746","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved corporation<\/span> may dispose of the known claims against it by following the procedure described in this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The dissolved corporation<\/span> shall deliver<\/span> to each of its known claimants written<\/span> notice of the dissolution at any time after its effective date. The written<\/span> notice shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Provide a reasonable description of the claim that the claimant may be entitled to assert; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> State<\/span> whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest<\/span> obligation if fixed by an instrument of indebtedness; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Provide a mailing address where a claim may be delivered; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> State<\/span> the claim deadline, which may not be fewer than 120 days from the effective date of the written<\/span> notice, by which written<\/span> confirmation of the claim must be delivered to the dissolved corporation<\/span>, and if the claimant’s claim is not admitted, the proceeding<\/span> deadline, which may not be fewer than 180 days from the effective date of the written<\/span> notice, by which the claimant must commence a proceeding<\/span> to enforce the claim; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> State<\/span> that the claim will be barred if written<\/span> confirmation of the claim is not delivered by the claim deadline, or, if the claim is not admitted, if the claimant does not commence a proceeding<\/span> to enforce the claim by the proceeding<\/span> deadline. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A claim against the dissolved corporation<\/span> is barred to the extent that it is not admitted: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the dissolved corporation<\/span> delivered written<\/span> notice to the claimant in accordance with subsection B and the claimant does not deliver<\/span> written<\/span> confirmation of the claim to the dissolved corporation<\/span> by the claim deadline; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the dissolved corporation<\/span> delivered written<\/span> notice to the claimant that the claimant’s claim is not admitted, in whole or in part, and the claimant does not commence a proceeding<\/span> to enforce the claim by the proceeding<\/span> deadline. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For purposes of this section, “claim” does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery<\/span> of written<\/span> notice to the claimant pursuant to subsection B. Nothing in this section shall prevent acceleration of liability for an unmatured claim or liability by operation of the agreement under which it was created or exercise of any discretionary right of the claimant thereunder. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If a liability exists but the full extent of any damages<\/span> is not or may not be ascertainable, and a proceeding<\/span> to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend<\/span> the pleadings<\/span> after filing to include any damages<\/span> that occurred or are alleged to have occurred after filing, and the court<\/span> having jurisdiction<\/span> of such claim may continue such proceeding<\/span> during its pendency if it appears that further damages<\/span> are or may be still occurring. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nKNOWN CLAIMS AGAINST DISSOLVED CORPORATION (\u00a7 13.1-746)\n\nA. A dissolved corporation may dispose of the known claims against it by\nfollowing the procedure described in this section.\n\nB. The dissolved corporation shall deliver to each of its known claimants\nwritten notice of the dissolution at any time after its effective date. The\nwritten notice shall:\n\n 1. Provide a reasonable description of the claim that the claimant may be\n entitled to assert;\n\n 2. State whether the claim is admitted, or not admitted, and if admitted (i)\n the amount that is admitted, which may be as of a given date, and (ii) any\n interest obligation if fixed by an instrument of indebtedness;\n\n 3. Provide a mailing address where a claim may be delivered;\n\n 4. State the claim deadline, which may not be fewer than 120 days from the\n effective date of the written notice, by which written confirmation of the\n claim must be delivered to the dissolved corporation, and if the\n claimant’s claim is not admitted, the proceeding deadline, which may not\n be fewer than 180 days from the effective date of the written notice, by which\n the claimant must commence a proceeding to enforce the claim; and\n\n 5. State that the claim will be barred if written confirmation of the claim is\n not delivered by the claim deadline, or, if the claim is not admitted, if the\n claimant does not commence a proceeding to enforce the claim by the proceeding\n deadline.\n\nC. A claim against the dissolved corporation is barred to the extent that it is\nnot admitted:\n\n 1. If the dissolved corporation delivered written notice to the claimant in\n accordance with subsection B and the claimant does not deliver written\n confirmation of the claim to the dissolved corporation by the claim deadline;\n or\n\n 2. If the dissolved corporation delivered written notice to the claimant that\n the claimant’s claim is not admitted, in whole or in part, and the\n claimant does not commence a proceeding to enforce the claim by the proceeding\n deadline.\n\nD. For purposes of this section, “claim” does not include (i) a\ncontingent liability or a claim based on an event occurring after the effective\ndate of dissolution or (ii) a liability or claim the ultimate maturity of which\nis more than 60 days after the delivery of written notice to the claimant\npursuant to subsection B. Nothing in this section shall prevent acceleration of\nliability for an unmatured claim or liability by operation of the agreement\nunder which it was created or exercise of any discretionary right of the\nclaimant thereunder.\n\nE. If a liability exists but the full extent of any damages is not or may not be\nascertainable, and a proceeding to enforce the claim is commenced pursuant to\nsubdivision C 2, the claimant may amend the pleadings after filing to include\nany damages that occurred or are alleged to have occurred after filing, and the\ncourt having jurisdiction of such claim may continue such proceeding during its\npendency if it appears that further damages are or may be still occurring.\n\nHISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2008, c. 91; 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}}