{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-747.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-747.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-747.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-747.html"}],"law_id":78235,"edition_id":1,"section_id":78235,"structure_id":15213,"section_number":"13.1-747","catch_line":"Grounds for judicial dissolution","history":"Code 1950, \u00a7 13.1-94; 1956, c. 428; 1959, Ex. Sess., c. 57; 1968, c. 112; 1985, c. 522; 2005, c. 765; 2007, c. 165; 2019, c. 734.","full_text":"A\n\nThe circuit court in any city or county described in subsection C may dissolve a corporation:1\n\nIn a proceeding by a shareholder of a corporation that is not a public corporation if it is established that:\n\t\t\t\ta. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;\n\t\t\t\tb. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n\t\t\t\tc. The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or\n\t\t\t\td. The corporate assets are being misapplied or wasted;2\n\nIn a proceeding by a creditor if it is established that:\n\t\t\t\ta. The creditor&#8217;s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or\n\t\t\t\tb. The corporation has admitted in writing that the creditor&#8217;s claim is due and owing and the corporation is insolvent;3\n\nIn a proceeding by the corporation to have its voluntary dissolution continued under court supervision;4\n\nIn a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and terminate its corporate existence;5\n\nUpon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by shareholders on the question of dissolution and that the continuation of the business of the corporation is not in the interest of the shareholders but it is in their interest that the assets and business be liquidated; or6\n\nWhen the Commission has instituted a proceeding for the involuntary termination of corporate existence and entered an order finding that the corporate existence of the corporation should be terminated but that liquidation of its business and affairs should precede the entry of an order of termination of corporate existence.B\n\nThe circuit court in the city or county named in subsection C shall have full power to liquidate the assets and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person, for good cause, with regard to any assets or business that may remain. The jurisdiction conferred by this clause may also be exercised by any such court in any city or county where any property may be situated whether of a domestic or a foreign corporation that ceased to exist.C\n\nVenue for a proceeding brought under this section lies in the city or county where the corporation&#8217;s principal office is or was located, or, if none in the Commonwealth, where its registered office is or was last located.D\n\nIt is not necessary to make directors or shareholders parties to a proceeding to be brought under this section unless relief is sought against them individually.E\n\nA court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.F\n\nWithin 15 days of the commencement of a proceeding to dissolve a corporation under subdivision A 1, the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the corporation and the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner&#8217;s shares under &#xA7; 13.1-749.1 and accompanied by a copy of that section.","order_by":null,"text":{"0":{"id":280420,"text":"The circuit court in any city or county described in subsection C may dissolve a corporation:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":280421,"text":"In a proceeding by a shareholder of a corporation that is not a public corporation if it is established that:\n\t\t\t\ta. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;\n\t\t\t\tb. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n\t\t\t\tc. The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or\n\t\t\t\td. The corporate assets are being misapplied or wasted;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":280422,"text":"In a proceeding by a creditor if it is established that:\n\t\t\t\ta. The creditor&#8217;s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or\n\t\t\t\tb. The corporation has admitted in writing that the creditor&#8217;s claim is due and owing and the corporation is insolvent;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":280423,"text":"In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":280424,"text":"In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and terminate its corporate existence;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":280425,"text":"Upon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by shareholders on the question of dissolution and that the continuation of the business of the corporation is not in the interest of the shareholders but it is in their interest that the assets and business be liquidated; or","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":280426,"text":"When the Commission has instituted a proceeding for the involuntary termination of corporate existence and entered an order finding that the corporate existence of the corporation should be terminated but that liquidation of its business and affairs should precede the entry of an order of termination of corporate existence.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":280427,"text":"The circuit court in the city or county named in subsection C shall have full power to liquidate the assets and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person, for good cause, with regard to any assets or business that may remain. The jurisdiction conferred by this clause may also be exercised by any such court in any city or county where any property may be situated whether of a domestic or a foreign corporation that ceased to exist.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":280428,"text":"Venue for a proceeding brought under this section lies in the city or county where the corporation&#8217;s principal office is or was located, or, if none in the Commonwealth, where its registered office is or was last located.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":280429,"text":"It is not necessary to make directors or shareholders parties to a proceeding to be brought under this section unless relief is sought against them individually.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"10":{"id":280430,"text":"A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"11":{"id":280431,"text":"Within 15 days of the commencement of a proceeding to dissolve a corporation under subdivision A 1, the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the corporation and the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner&#8217;s shares under &#xA7; 13.1-749.1 and accompanied by a copy of that section.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-747\/","history_text":"<p>The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1968, chapter 112; in 1985, chapter 522; in 2005, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?051+ful+CHAP0765\">765<\/a>; in 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0165\">165<\/a>; in 2019, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?191+ful+CHAP0734\">734<\/a>.<\/p>","references":[{"id":60460,"section_number":"13.1-749","catch_line":"Decree of dissolution","order_by":null,"url":"\/13.1-749\/"},{"id":79426,"section_number":"13.1-749.1","catch_line":"Election to purchase in lieu of dissolution","order_by":null,"url":"\/13.1-749.1\/"}],"refers_to":[{"id":79426,"section_number":"13.1-749.1","catch_line":"Election to purchase in lieu of dissolution","order_by":null,"url":"\/13.1-749.1\/"}],"permalink":{"id":150641,"object_type":"law","relational_id":78235,"identifier":"13.1-747","token":"13.1\/9\/16\/13.1-747","url":"\/13.1-747\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-747\/","token":"13.1\/9\/16\/13.1-747","dublin_core":{"Title":"Grounds for judicial dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-747","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> The <span class=\"dictionary\">circuit<\/span> <span class=\"dictionary\">court<\/span> in any city or county described in subsection C may dissolve a <span class=\"dictionary\">corporation<\/span>: <a id=\"paragraph-280420\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> In a <span class=\"dictionary\">proceeding<\/span> by a <span class=\"dictionary\">shareholder<\/span> of a corporation that is not a <span class=\"dictionary\">public corporation<\/span> if it is established that:\n\t\t\t\ta. The directors are deadlocked in the management of the corporate affairs, the <span class=\"dictionary\">shareholders<\/span> are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the <span class=\"dictionary\">shareholders<\/span> generally, because of the deadlock;\n\t\t\t\tb. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n\t\t\t\tc. The <span class=\"dictionary\">shareholders<\/span> are deadlocked in <span class=\"dictionary\">voting power<\/span> and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or\n\t\t\t\td. The corporate <span class=\"dictionary\">assets<\/span> are being misapplied or wasted; <a id=\"paragraph-280421\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> In a <span class=\"dictionary\">proceeding<\/span> by a <span class=\"dictionary\">creditor<\/span> if it is established that:\n\t\t\t\ta. The <span class=\"dictionary\">creditor<\/span>&#8217;s claim has been reduced to <span class=\"dictionary\">judgment<\/span>, the execution on the <span class=\"dictionary\">judgment<\/span> returned unsatisfied, and the corporation is insolvent; or\n\t\t\t\tb. The corporation has admitted in <span class=\"dictionary\">writing<\/span> that the <span class=\"dictionary\">creditor<\/span>&#8217;s claim is due and owing and the corporation is insolvent; <a id=\"paragraph-280422\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> In a <span class=\"dictionary\">proceeding<\/span> by the corporation to have its voluntary dissolution continued under <span class=\"dictionary\">court<\/span> supervision; <a id=\"paragraph-280423\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> In a <span class=\"dictionary\">proceeding<\/span> by a <span class=\"dictionary\">shareholder<\/span> if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its <span class=\"dictionary\">assets<\/span> and terminate its corporate existence; <a id=\"paragraph-280424\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A5\" class=\"indent-1\"><p><span class=\"prefix-number\">5.<\/span> Upon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by <span class=\"dictionary\">shareholders<\/span> on the question of dissolution and that the continuation of the business of the corporation is not in the <span class=\"dictionary\">interest<\/span> of the <span class=\"dictionary\">shareholders<\/span> but it is in their <span class=\"dictionary\">interest<\/span> that the <span class=\"dictionary\">assets<\/span> and business be liquidated; or <a id=\"paragraph-280425\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A6\" class=\"indent-1\"><p><span class=\"prefix-number\">6.<\/span> When the <span class=\"dictionary\">Commission<\/span> has instituted a <span class=\"dictionary\">proceeding<\/span> for the involuntary termination of corporate existence and entered an <span class=\"dictionary\">order<\/span> <span class=\"dictionary\">finding<\/span> that the corporate existence of the corporation should be terminated but that <span class=\"dictionary\">liquidation<\/span> of its business and affairs should precede the entry of an <span class=\"dictionary\">order<\/span> of termination of corporate existence. <a id=\"paragraph-280426\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#A6\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> The <span class=\"dictionary\">circuit<\/span> <span class=\"dictionary\">court<\/span> in the city or county named in subsection C shall have full power to liquidate the <span class=\"dictionary\">assets<\/span> and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any <span class=\"dictionary\">person<\/span>, for good cause, with regard to any <span class=\"dictionary\">assets<\/span> or business that may remain. The <span class=\"dictionary\">jurisdiction<\/span> conferred by this clause may also be exercised by any such <span class=\"dictionary\">court<\/span> in any city or county where any property may be situated whether of a <span class=\"dictionary\">domestic<\/span> or a <span class=\"dictionary\">foreign corporation<\/span> that ceased to exist. <a id=\"paragraph-280427\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> <span class=\"dictionary\">Venue<\/span> for a <span class=\"dictionary\">proceeding<\/span> brought under this section lies in the city or county where the corporation&#8217;s <span class=\"dictionary\">principal office<\/span> is or was located, or, if none in the Commonwealth, where its registered office is or was last located. <a id=\"paragraph-280428\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> It is not necessary to make directors or <span class=\"dictionary\">shareholders<\/span> parties to a <span class=\"dictionary\">proceeding<\/span> to be brought under this section unless relief is sought against them individually. <a id=\"paragraph-280429\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E\"><p><span class=\"prefix-number\">E.<\/span> A <span class=\"dictionary\">court<\/span> in a <span class=\"dictionary\">proceeding<\/span> brought to dissolve a corporation may <span class=\"dictionary\">issue<\/span> <span class=\"dictionary\">injunctions<\/span>, appoint a receiver or custodian <span class=\"dictionary\">pendente lite<\/span> with such powers and duties as the <span class=\"dictionary\">court<\/span> may direct, take other action required to preserve the corporate <span class=\"dictionary\">assets<\/span> wherever located, and carry on the business of the corporation until a full <span class=\"dictionary\">hearing<\/span> can be held. <a id=\"paragraph-280430\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F\"><p><span class=\"prefix-number\">F.<\/span> Within 15 days of the commencement of a <span class=\"dictionary\">proceeding<\/span> to dissolve a corporation under subdivision A 1, the corporation shall <span class=\"dictionary\">deliver<\/span> to all <span class=\"dictionary\">shareholders<\/span>, other than the petitioner, a notice stating that the corporation and the <span class=\"dictionary\">shareholders<\/span> are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner&#8217;s <span class=\"dictionary\">shares<\/span> under &#xA7; <a class=\"law\" title=\"Election to purchase in lieu of dissolution\" href=\"\/13.1-749.1\/\">13.1-749.1<\/a> and accompanied by a copy of that section. <a id=\"paragraph-280431\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-747\/#F\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nGROUNDS FOR JUDICIAL DISSOLUTION (\u00a7 13.1-747)\n\nA. The circuit court in any city or county described in subsection C may\ndissolve a corporation:\n\n   1. In a proceeding by a shareholder of a corporation that is not a public\n   corporation if it is established that:\n   \t\t\t\ta. The directors are deadlocked in the management of the corporate\n   affairs, the shareholders are unable to break the deadlock, and irreparable\n   injury to the corporation is threatened or being suffered, or the business and\n   affairs of the corporation can no longer be conducted to the advantage of the\n   shareholders generally, because of the deadlock;\n   \t\t\t\tb. The directors or those in control of the corporation have acted, are\n   acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n   \t\t\t\tc. The shareholders are deadlocked in voting power and have failed, for a\n   period that includes at least two consecutive annual meeting dates, to elect\n   successors to directors whose terms have expired; or\n   \t\t\t\td. The corporate assets are being misapplied or wasted;\n\n   2. In a proceeding by a creditor if it is established that:\n   \t\t\t\ta. The creditor&#8217;s claim has been reduced to judgment, the execution\n   on the judgment returned unsatisfied, and the corporation is insolvent; or\n   \t\t\t\tb. The corporation has admitted in writing that the creditor&#8217;s claim\n   is due and owing and the corporation is insolvent;\n\n   3. In a proceeding by the corporation to have its voluntary dissolution\n   continued under court supervision;\n\n   4. In a proceeding by a shareholder if the corporation has abandoned its\n   business and has failed within a reasonable time to liquidate and distribute\n   its assets and terminate its corporate existence;\n\n   5. Upon application by the board of directors when it is established that\n   circumstances make it impossible to obtain a representative vote by\n   shareholders on the question of dissolution and that the continuation of the\n   business of the corporation is not in the interest of the shareholders but it\n   is in their interest that the assets and business be liquidated; or\n\n   6. When the Commission has instituted a proceeding for the involuntary\n   termination of corporate existence and entered an order finding that the\n   corporate existence of the corporation should be terminated but that\n   liquidation of its business and affairs should precede the entry of an order\n   of termination of corporate existence.\n\nB. The circuit court in the city or county named in subsection C shall have full\npower to liquidate the assets and business of the corporation at any time after\nthe termination of corporate existence, pursuant to the provisions of this\narticle upon the application of any person, for good cause, with regard to any\nassets or business that may remain. The jurisdiction conferred by this clause\nmay also be exercised by any such court in any city or county where any property\nmay be situated whether of a domestic or a foreign corporation that ceased to\nexist.\n\nC. Venue for a proceeding brought under this section lies in the city or county\nwhere the corporation&#8217;s principal office is or was located, or, if none in\nthe Commonwealth, where its registered office is or was last located.\n\nD. It is not necessary to make directors or shareholders parties to a proceeding\nto be brought under this section unless relief is sought against them\nindividually.\n\nE. A court in a proceeding brought to dissolve a corporation may issue\ninjunctions, appoint a receiver or custodian pendente lite with such powers and\nduties as the court may direct, take other action required to preserve the\ncorporate assets wherever located, and carry on the business of the corporation\nuntil a full hearing can be held.\n\nF. Within 15 days of the commencement of a proceeding to dissolve a corporation\nunder subdivision A 1, the corporation shall deliver to all shareholders, other\nthan the petitioner, a notice stating that the corporation and the shareholders\nare entitled to avoid the dissolution of the corporation by electing to purchase\nthe petitioner&#8217;s shares under &#xA7; 13.1-749.1 and accompanied by a copy\nof that section.\n\nHISTORY: Code 1950, \u00a7 13.1-94; 1956, c. 428; 1959, Ex. Sess., c. 57; 1968, c.\n112; 1985, c. 522; 2005, c. 765; 2007, c. 165; 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}}