{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-750.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-750.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-750.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-750.html"}],"law_id":74574,"edition_id":1,"section_id":74574,"structure_id":15213,"section_number":"13.1-750","catch_line":"Articles of termination of corporate existence","history":"Code 1950, \u00a7 13.1-89; 1956, c. 428; 1966, c. 343; 1975, c. 500; 1985, c. 522; 1994, c. 291; 2004, c. 162; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nWhen a corporation has distributed all of its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it shall deliver to the Commission for filing articles of termination of corporate existence. The articles shall set forth:1\n\nThe name of the corporation;2\n\nThat all the assets of the corporation have been distributed to its creditors and shareholders; and3\n\nThat the dissolution of the corporation has not been revoked.B\n\nWith the articles of termination of corporate existence, the corporation shall file a statement certifying that the corporation has filed returns and has paid all state taxes to the time of the statement. In contemplation of submitting the required statement, the corporation may file returns and pay taxes before such returns and taxes would otherwise be due.C\n\nIf the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence. When the certificate is effective, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in this chapter.D\n\nThe statement “that all the assets of the corporation have been distributed to its creditors and shareholders” means that the corporation has divested itself of all its assets by the payment of claims or liquidating dividends or by assignment to a trustee or trustees for the benefit of claimants or shareholders. If any shareholder, certificate holder, member, bondholder, or other security holder, or a participating patron of a cooperative who is entitled to a share in the distribution of the assets cannot be found, the corporation may thereupon, and without awaiting the one year mentioned in § 55.1-2513, pay such person’s share to the State Treasurer as abandoned property on complying with all applicable requirements of § 55.1-2524 except subdivision B 4.","order_by":null,"text":{"0":{"id":268004,"text":"When a corporation has distributed all of its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it shall deliver to the Commission for filing articles of termination of corporate existence. The articles shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":268005,"text":"The name of the corporation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":268006,"text":"That all the assets of the corporation have been distributed to its creditors and shareholders; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":268007,"text":"That the dissolution of the corporation has not been revoked.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":268008,"text":"With the articles of termination of corporate existence, the corporation shall file a statement certifying that the corporation has filed returns and has paid all state taxes to the time of the statement. In contemplation of submitting the required statement, the corporation may file returns and pay taxes before such returns and taxes would otherwise be due.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":268009,"text":"If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence. When the certificate is effective, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"6":{"id":268010,"text":"The statement “that all the assets of the corporation have been distributed to its creditors and shareholders” means that the corporation has divested itself of all its assets by the payment of claims or liquidating dividends or by assignment to a trustee or trustees for the benefit of claimants or shareholders. If any shareholder, certificate holder, member, bondholder, or other security holder, or a participating patron of a cooperative who is entitled to a share in the distribution of the assets cannot be found, the corporation may thereupon, and without awaiting the one year mentioned in § 55.1-2513, pay such person’s share to the State Treasurer as abandoned property on complying with all applicable requirements of § 55.1-2524 except subdivision B 4.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-750\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 1966, chapter 343; in 1975, chapter 500; in 1985, chapter 522; in 1994, chapter 291<\/a>; in 2004, chapter 162<\/a>; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":56945,"section_number":"55.1-2513","catch_line":"Property of business associations held in course of dissolution","order_by":null,"url":"\/55.1-2513\/"},{"id":53937,"section_number":"55.1-2524","catch_line":"Report and remittance to be made by holder of funds or property presumed abandoned; holder to exercise due diligence to locate owner","order_by":null,"url":"\/55.1-2524\/"}],"permalink":{"id":150657,"object_type":"law","relational_id":74574,"identifier":"13.1-750","token":"13.1\/9\/16\/13.1-750","url":"\/13.1-750\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-750\/","token":"13.1\/9\/16\/13.1-750","dublin_core":{"Title":"Articles of termination of corporate existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-750","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a corporation<\/span> has distributed all of its assets<\/span> to its creditors<\/span> and shareholders<\/span> and voluntary dissolution proceedings<\/span> have not been revoked, it shall deliver<\/span> to the Commission<\/span> for filing articles of termination of corporate existence. The articles shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> That all the assets of the corporation have been distributed to its creditors and shareholders<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the dissolution of the corporation has not been revoked. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> With the articles of termination of corporate existence, the corporation shall file a statement certifying that the corporation has filed returns and has paid all state<\/span> taxes to the time of the statement. In contemplation of submitting the required statement, the corporation may file returns and pay taxes before such returns and taxes would otherwise be due. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the articles of termination of corporate existence comply with the requirements of law<\/span> and that all required fees have been paid, it shall by order<\/span> issue<\/span> a certificate of termination of corporate existence. When the certificate is effective, the existence of the corporation shall cease, except for the purpose of suits, other proceedings<\/span> and appropriate corporate action by shareholders, directors and officers as provided in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The statement “that all the assets of the corporation have been distributed to its creditors and shareholders<\/span>” means that the corporation has divested itself of all its assets by the payment of claims or liquidating dividends or by assignment to a trustee or trustees for the benefit of claimants or shareholders. If any shareholder<\/span>, certificate holder, member, bondholder, or other security holder, or a participating patron of a cooperative who is entitled to a share in the distribution<\/span> of the assets cannot be found, the corporation may thereupon, and without awaiting the one year mentioned in § 55.1-2513<\/a>, pay such person<\/span>’s share to the State<\/span> Treasurer as abandoned property on complying with all applicable requirements of § 55.1-2524<\/a> except subdivision B 4. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF TERMINATION OF CORPORATE EXISTENCE (\u00a7 13.1-750)\n\nA. When a corporation has distributed all of its assets to its creditors and\nshareholders and voluntary dissolution proceedings have not been revoked, it\nshall deliver to the Commission for filing articles of termination of corporate\nexistence. The articles shall set forth:\n\n 1. The name of the corporation;\n\n 2. That all the assets of the corporation have been distributed to its\n creditors and shareholders; and\n\n 3. That the dissolution of the corporation has not been revoked.\n\nB. With the articles of termination of corporate existence, the corporation\nshall file a statement certifying that the corporation has filed returns and has\npaid all state taxes to the time of the statement. In contemplation of\nsubmitting the required statement, the corporation may file returns and pay\ntaxes before such returns and taxes would otherwise be due.\n\nC. If the Commission finds that the articles of termination of corporate\nexistence comply with the requirements of law and that all required fees have\nbeen paid, it shall by order issue a certificate of termination of corporate\nexistence. When the certificate is effective, the existence of the corporation\nshall cease, except for the purpose of suits, other proceedings and appropriate\ncorporate action by shareholders, directors and officers as provided in this\nchapter.\n\nD. The statement “that all the assets of the corporation have been\ndistributed to its creditors and shareholders” means that the corporation\nhas divested itself of all its assets by the payment of claims or liquidating\ndividends or by assignment to a trustee or trustees for the benefit of claimants\nor shareholders. If any shareholder, certificate holder, member, bondholder, or\nother security holder, or a participating patron of a cooperative who is\nentitled to a share in the distribution of the assets cannot be found, the\ncorporation may thereupon, and without awaiting the one year mentioned in §\n55.1-2513, pay such person’s share to the State Treasurer as abandoned\nproperty on complying with all applicable requirements of § 55.1-2524\nexcept subdivision B 4.\n\nHISTORY: Code 1950, \u00a7 13.1-89; 1956, c. 428; 1966, c. 343; 1975, c. 500; 1985,\nc. 522; 1994, c. 291; 2004, c. 162; 2005, c. 765; 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}}