{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-753.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-753.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-753.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-753.html"}],"law_id":57936,"edition_id":1,"section_id":57936,"structure_id":15213,"section_number":"13.1-753","catch_line":"Involuntary termination of corporate existence","history":"Code 1950, \u00a7 13.1-93; 1956, c. 428; 1958, c. 506; 1968, c. 116; 1975, cc. 88, 500; 1985, c. 522; 1991, c. 310; 2008, cc. 588, 770.","full_text":"A\n\nThe corporate existence of a corporation may be terminated involuntarily by order of the Commission when it finds that the corporation (i) has continued to exceed or abuse the authority conferred upon it by law; (ii) has failed to maintain a registered office or a registered agent in this Commonwealth as required by law; (iii) has failed to file any document required by this chapter to be filed with the Commission; or (iv) has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. Upon termination, the properties and affairs of the corporation shall pass automatically to its directors as trustees in liquidation. The trustees then shall proceed to collect the assets of the corporation; sell, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders; pay, satisfy and discharge its liabilities and obligations; and 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. A corporation whose existence is terminated pursuant to clause (iv) shall not be eligible for reinstatement for a period of not less than one year.B\n\nAny corporation convicted of the offense listed in clause (iv) of subsection A shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction.C\n\nBefore entering any such order the Commission shall issue a rule against the corporation giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.","order_by":null,"text":{"0":{"id":212189,"text":"The corporate existence of a corporation may be terminated involuntarily by order of the Commission when it finds that the corporation (i) has continued to exceed or abuse the authority conferred upon it by law; (ii) has failed to maintain a registered office or a registered agent in this Commonwealth as required by law; (iii) has failed to file any document required by this chapter to be filed with the Commission; or (iv) has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. Upon termination, the properties and affairs of the corporation shall pass automatically to its directors as trustees in liquidation. The trustees then shall proceed to collect the assets of the corporation; sell, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders; pay, satisfy and discharge its liabilities and obligations; and 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. A corporation whose existence is terminated pursuant to clause (iv) shall not be eligible for reinstatement for a period of not less than one year.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":212190,"text":"Any corporation convicted of the offense listed in clause (iv) of subsection A shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":212191,"text":"Before entering any such order the Commission shall issue a rule against the corporation giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-753\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1958, chapter 506; in 1968, chapter 116; in 1975, chapters 88 and 500; in 1985, chapter 522; in 1991, chapter 310; in 2008, chapters 588<\/a> and 770<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":150669,"object_type":"law","relational_id":57936,"identifier":"13.1-753","token":"13.1\/9\/16\/13.1-753","url":"\/13.1-753\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-753\/","token":"13.1\/9\/16\/13.1-753","dublin_core":{"Title":"Involuntary termination of corporate existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-753","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The corporate existence of a corporation<\/span> may be terminated involuntarily by order<\/span> of the Commission<\/span> when it finds that the corporation<\/span> (i) has continued to exceed or abuse the authority conferred upon it by law<\/span>; (ii) has failed to maintain a registered office or a registered agent in this Commonwealth as required by law<\/span>; (iii) has failed to file any document<\/span> required by this chapter to be filed with the Commission<\/span>; or (iv) has been convicted for a violation of 8 U.S.C. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. Upon termination, the properties and affairs of the corporation<\/span> shall pass automatically to its directors as trustees in liquidation<\/span>. The trustees then shall proceed to collect the assets<\/span> of the corporation<\/span>; sell, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders<\/span>; pay, satisfy and discharge its liabilities and obligations; and 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>. A corporation<\/span> whose existence is terminated pursuant to clause (iv) shall not be eligible for reinstatement for a period of not less than one year. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any corporation<\/span> convicted of the offense<\/span> listed in clause (iv) of subsection A shall immediately report such conviction<\/span> to the Commission<\/span> and file with the Commission<\/span> an authenticated copy of the judgment<\/span> or record of conviction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before entering any such order<\/span> the Commission<\/span> shall issue<\/span> a rule against the corporation<\/span> giving it an opportunity to be heard and show cause why such an order<\/span> should not be entered. The Commission<\/span> may issue<\/span> the rule on its own motion<\/span> or on motion<\/span> of the Attorney General<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINVOLUNTARY TERMINATION OF CORPORATE EXISTENCE (\u00a7 13.1-753)\n\nA. The corporate existence of a corporation may be terminated involuntarily by\norder of the Commission when it finds that the corporation (i) has continued to\nexceed or abuse the authority conferred upon it by law; (ii) has failed to\nmaintain a registered office or a registered agent in this Commonwealth as\nrequired by law; (iii) has failed to file any document required by this chapter\nto be filed with the Commission; or (iv) has been convicted for a violation of 8\nU.S.C. § 1324a(f), as amended, for actions of its officers and directors\nconstituting a pattern or practice of employing unauthorized aliens in the\nCommonwealth. Upon termination, the properties and affairs of the corporation\nshall pass automatically to its directors as trustees in liquidation. The\ntrustees then shall proceed to collect the assets of the corporation; sell,\nconvey and dispose of such of its properties as are not to be distributed in\nkind to its shareholders; pay, satisfy and discharge its liabilities and\nobligations; and do all other acts required to liquidate its business and\naffairs. After paying or adequately providing for the payment of all its\nobligations, the trustees shall distribute the remainder of its assets, either\nin cash or in kind, among its shareholders according to their respective rights\nand interests. A corporation whose existence is terminated pursuant to clause\n(iv) shall not be eligible for reinstatement for a period of not less than one\nyear.\n\nB. Any corporation convicted of the offense listed in clause (iv) of subsection\nA shall immediately report such conviction to the Commission and file with the\nCommission an authenticated copy of the judgment or record of conviction.\n\nC. Before entering any such order the Commission shall issue a rule against the\ncorporation giving it an opportunity to be heard and show cause why such an\norder should not be entered. The Commission may issue the rule on its own motion\nor on motion of the Attorney General.\n\nHISTORY: Code 1950, \u00a7 13.1-93; 1956, c. 428; 1958, c. 506; 1968, c. 116; 1975,\ncc. 88, 500; 1985, c. 522; 1991, c. 310; 2008, cc. 588, 770.","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}}