{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-752.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-752.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-752.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-752.html"}],"law_id":85358,"edition_id":1,"section_id":85358,"structure_id":15213,"section_number":"13.1-752","catch_line":"Automatic termination of corporate existence","history":"Code 1950, \u00a7 13.1-91; 1956, c. 428; 1970, c. 4; 1974, c. 72; 1975, c. 500; 1985, cc. 522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216; 2000, c. 52; 2005, c. 765; 2010, c. 753.","full_text":"A\n\nIf any domestic corporation fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission shall mail to each such corporation a notice of the impending termination of its corporate existence. Whether or not such notice is mailed, if any corporation fails to file its annual report or pay its annual registration fee on or before the last day of the fourth month immediately following its annual report or annual registration fee due date each year, the corporate existence of the corporation shall be automatically terminated as of that day.B\n\nIf any domestic corporation whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-636 fails to file a statement of change pursuant to § 13.1-635 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the corporation of the impending termination of its corporate existence. If the corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending termination notice was mailed, the corporate existence of the corporation shall be automatically terminated as of that day.C\n\nThe properties and affairs of a corporation whose corporate existence has been terminated pursuant to this section shall pass automatically to its directors as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the corporation, (ii) sell, convey, and dispose of such of its properties that are not to be distributed in kind to its shareholders, (iii) pay, satisfy, and discharge its liabilities and obligations, and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.D\n\nNo officer, director, or agent of a corporation shall have any personal obligation for any of the liabilities of the corporation whether such liabilities arise in contract, tort, or otherwise, solely by reason of the termination of the corporation’s existence pursuant to this section.","order_by":null,"text":{"0":{"id":305805,"text":"If any domestic corporation fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission shall mail to each such corporation a notice of the impending termination of its corporate existence. Whether or not such notice is mailed, if any corporation fails to file its annual report or pay its annual registration fee on or before the last day of the fourth month immediately following its annual report or annual registration fee due date each year, the corporate existence of the corporation shall be automatically terminated as of that day.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":305806,"text":"If any domestic corporation whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-636 fails to file a statement of change pursuant to § 13.1-635 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the corporation of the impending termination of its corporate existence. If the corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending termination notice was mailed, the corporate existence of the corporation shall be automatically terminated as of that day.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":305807,"text":"The properties and affairs of a corporation whose corporate existence has been terminated pursuant to this section shall pass automatically to its directors as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the corporation, (ii) sell, convey, and dispose of such of its properties that are not to be distributed in kind to its shareholders, (iii) pay, satisfy, and discharge its liabilities and obligations, and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":305808,"text":"No officer, director, or agent of a corporation shall have any personal obligation for any of the liabilities of the corporation whether such liabilities arise in contract, tort, or otherwise, solely by reason of the termination of the corporation’s existence pursuant to this section.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-752\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 12 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 1970, chapter 4; in 1974, chapter 72; in 1975, chapter 500; in 1985, chapters 522 and 528; in 1987, chapter 2; in 1988, chapter 405; in 1991, chapter 125; in 1997, chapter 216<\/a>; in 2000, chapter 52<\/a>; in 2005, chapter 765<\/a>; in 2010, chapter 753<\/a>.<\/p>","references":false,"refers_to":[{"id":58006,"section_number":"13.1-635","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-635\/"},{"id":58580,"section_number":"13.1-636","catch_line":"Resignation of registered agent","order_by":null,"url":"\/13.1-636\/"}],"permalink":{"id":150665,"object_type":"law","relational_id":85358,"identifier":"13.1-752","token":"13.1\/9\/16\/13.1-752","url":"\/13.1-752\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-752\/","token":"13.1\/9\/16\/13.1-752","dublin_core":{"Title":"Automatic termination of corporate existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-752","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If any domestic corporation<\/span> fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission<\/span> shall mail to each such corporation a notice of the impending termination of its corporate existence. Whether or not such notice is mailed, if any corporation fails to file its annual report or pay its annual registration fee on or before the last day of the fourth month immediately following its annual report or annual registration fee due date each year, the corporate existence of the corporation shall be automatically terminated as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If any domestic corporation<\/span> whose registered agent has filed with the Commission<\/span> a statement of resignation pursuant to § 13.1-636<\/a> fails to file a statement of change pursuant to § 13.1-635<\/a> within 31 days after the date on which the statement of resignation was filed, the Commission<\/span> shall mail notice to the corporation of the impending termination of its corporate existence. If the corporation fails to file the statement of change before the last day of the second month immediately following the month in which the impending termination notice was mailed, the corporate existence of the corporation shall be automatically terminated as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The properties and affairs of a corporation whose corporate existence has been terminated pursuant to this section shall pass automatically to its directors as trustees in liquidation<\/span>. The trustees shall then proceed to (i) collect the assets<\/span> of the corporation, (ii) sell, convey, and dispose of such of its properties that are not to be distributed in kind to its shareholders<\/span>, (iii) pay, satisfy, and discharge its liabilities and obligations, and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets<\/span>, either in cash or in kind, among its shareholders<\/span> according to their respective rights and interests<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No officer, director, or agent of a corporation shall have any personal obligation for any of the liabilities of the corporation whether such liabilities arise in contract<\/span>, tort<\/span>, or otherwise, solely by reason of the termination of the corporation’s existence pursuant to this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTOMATIC TERMINATION OF CORPORATE EXISTENCE (\u00a7 13.1-752)\n\nA. If any domestic corporation fails to file its annual report or pay its annual\nregistration fee in a timely manner as required by this chapter, the Commission\nshall mail to each such corporation a notice of the impending termination of its\ncorporate existence. Whether or not such notice is mailed, if any corporation\nfails to file its annual report or pay its annual registration fee on or before\nthe last day of the fourth month immediately following its annual report or\nannual registration fee due date each year, the corporate existence of the\ncorporation shall be automatically terminated as of that day.\n\nB. If any domestic corporation whose registered agent has filed with the\nCommission a statement of resignation pursuant to § 13.1-636 fails to file\na statement of change pursuant to § 13.1-635 within 31 days after the date\non which the statement of resignation was filed, the Commission shall mail\nnotice to the corporation of the impending termination of its corporate\nexistence. If the corporation fails to file the statement of change before the\nlast day of the second month immediately following the month in which the\nimpending termination notice was mailed, the corporate existence of the\ncorporation shall be automatically terminated as of that day.\n\nC. The properties and affairs of a corporation whose corporate existence has\nbeen terminated pursuant to this section shall pass automatically to its\ndirectors as trustees in liquidation. The trustees shall then proceed to (i)\ncollect the assets of the corporation, (ii) sell, convey, and dispose of such of\nits properties that are not to be distributed in kind to its shareholders, (iii)\npay, satisfy, and discharge its liabilities and obligations, and (iv) do all\nother acts required to liquidate its business and affairs. After paying or\nadequately providing for the payment of all its obligations, the trustees shall\ndistribute the remainder of its assets, either in cash or in kind, among its\nshareholders according to their respective rights and interests.\n\nD. No officer, director, or agent of a corporation shall have any personal\nobligation for any of the liabilities of the corporation whether such\nliabilities arise in contract, tort, or otherwise, solely by reason of the\ntermination of the corporation’s existence pursuant to this section.\n\nHISTORY: Code 1950, \u00a7 13.1-91; 1956, c. 428; 1970, c. 4; 1974, c. 72; 1975, c.\n500; 1985, cc. 522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216;\n2000, c. 52; 2005, c. 765; 2010, c. 753.","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}}