{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-754.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-754.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-754.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-754.html"}],"law_id":70924,"edition_id":1,"section_id":70924,"structure_id":15213,"section_number":"13.1-754","catch_line":"Reinstatement of a corporation that has ceased to exist","history":"Code 1950, \u00a7 13.1-92; 1956, c. 428; 1958, c. 564; 1975, c. 88; 1978, c. 804; 1980, c. 654; 1982, c. 648; 1984, c. 69; 1985, c. 522; 1986, c. 234; 1988, c. 405; 2004, c. 601; 2005, c. 379; 2006, c. 663; 2015, c. 623.","full_text":"A\n\nA corporation that has ceased to exist pursuant to this article may apply to the Commission for reinstatement within five years thereafter unless the corporate existence was terminated by order of the Commission (i) upon a finding that the corporation has continued to exceed or abuse the authority conferred upon it by law or (ii) entered pursuant to § 13.1-749 and the circuit court’s decree directing dissolution contains no provision for reinstatement of corporate existence.B\n\nTo have its corporate existence reinstated, the corporation shall provide the Commission with the following:1\n\nAn application for reinstatement, which shall include the identification number issued by the Commission to the corporation, and which may be in the form of a letter signed by an officer or director of the corporation, or which may be by affidavit signed by an agent of any shareholder’s interests stating that after diligent search by such agent, no officer or director can be found;2\n\nA reinstatement fee of $100;3\n\nAll annual registration fees and penalties that were due before the corporation ceased to exist and that would have been assessed or imposed to the date of reinstatement if the corporation’s existence had not been terminated;4\n\nAn annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement;5\n\nIf the name of the corporation does not comply with the provisions of § 13.1-630 at the time of reinstatement, articles of amendment to the articles of incorporation to change the corporation’s name to a name that satisfies the provisions of § 13.1-630, with the fee required by this chapter for the filing of articles of amendment; and6\n\nIf the corporation’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-635.C\n\nIf the corporation complies with the provisions of this section, the Commission shall enter an order of reinstatement of corporate existence. Upon entry of the order, the corporate existence shall be deemed to have continued from the date of termination as if the termination had never occurred, and any liability incurred by the corporation or a director, officer, or other agent after the termination and before the reinstatement is determined as if the termination of the corporation’s existence had never occurred.","order_by":null,"text":{"0":{"id":255749,"text":"A corporation that has ceased to exist pursuant to this article may apply to the Commission for reinstatement within five years thereafter unless the corporate existence was terminated by order of the Commission (i) upon a finding that the corporation has continued to exceed or abuse the authority conferred upon it by law or (ii) entered pursuant to § 13.1-749 and the circuit court’s decree directing dissolution contains no provision for reinstatement of corporate existence.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":255750,"text":"To have its corporate existence reinstated, the corporation shall provide the Commission with the following:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":255751,"text":"An application for reinstatement, which shall include the identification number issued by the Commission to the corporation, and which may be in the form of a letter signed by an officer or director of the corporation, or which may be by affidavit signed by an agent of any shareholder’s interests stating that after diligent search by such agent, no officer or director can be found;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":255752,"text":"A reinstatement fee of $100;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":255753,"text":"All annual registration fees and penalties that were due before the corporation ceased to exist and that would have been assessed or imposed to the date of reinstatement if the corporation’s existence had not been terminated;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":255754,"text":"An annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":255755,"text":"If the name of the corporation does not comply with the provisions of § 13.1-630 at the time of reinstatement, articles of amendment to the articles of incorporation to change the corporation’s name to a name that satisfies the provisions of § 13.1-630, with the fee required by this chapter for the filing of articles of amendment; and","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":255756,"text":"If the corporation’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-635.","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"C"},"8":{"id":255757,"text":"If the corporation complies with the provisions of this section, the Commission shall enter an order of reinstatement of corporate existence. Upon entry of the order, the corporate existence shall be deemed to have continued from the date of termination as if the termination had never occurred, and any liability incurred by the corporation or a director, officer, or other agent after the termination and before the reinstatement is determined as if the termination of the corporation’s existence had never occurred.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B6"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-754\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 14 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 564; in 1975, chapter 88; in 1978, chapter 804; in 1980, chapter 654; in 1982, chapter 648; in 1984, chapter 69; in 1985, chapter 522; in 1986, chapter 234; in 1988, chapter 405; in 2004, chapter 601<\/a>; in 2005, chapter 379<\/a>; in 2006, chapter 663<\/a>; in 2015, chapter 623<\/a>.<\/p>","references":false,"refers_to":[{"id":71750,"section_number":"13.1-630","catch_line":"Corporate name","order_by":null,"url":"\/13.1-630\/"},{"id":60460,"section_number":"13.1-749","catch_line":"Decree of dissolution","order_by":null,"url":"\/13.1-749\/"}],"permalink":{"id":150673,"object_type":"law","relational_id":70924,"identifier":"13.1-754","token":"13.1\/9\/16\/13.1-754","url":"\/13.1-754\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-754\/","token":"13.1\/9\/16\/13.1-754","dublin_core":{"Title":"Reinstatement of a corporation that has ceased to exist","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-754","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> that has ceased to exist pursuant to this article may apply to the Commission<\/span> for reinstatement within five years thereafter unless the corporate existence was terminated by order<\/span> of the Commission<\/span> (i) upon a finding<\/span> that the corporation<\/span> has continued to exceed or abuse the authority conferred upon it by law<\/span> or (ii) entered pursuant to § 13.1-749<\/a> and the circuit<\/span> court<\/span>’s decree<\/span> directing dissolution contains no provision for reinstatement of corporate existence. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> To have its corporate existence reinstated, the corporation<\/span> shall provide the Commission<\/span> with the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An application for reinstatement, which shall include the identification number issued by the Commission<\/span> to the corporation<\/span>, and which may be in the form of a letter signed by an officer or director of the corporation<\/span>, or which may be by affidavit<\/span> signed by an agent of any shareholder<\/span>’s interests<\/span> stating that after diligent search by such agent, no officer or director can be found; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A reinstatement fee of $100; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All annual registration fees and penalties that were due before the corporation<\/span> ceased to exist and that would have been assessed or imposed to the date of reinstatement if the corporation<\/span>’s existence had not been terminated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An annual report for the calendar year that corresponds to the calendar year of the latest annual registration fee that was assessed or that would have been assessed to the date of reinstatement; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the name of the corporation<\/span> does not comply with the provisions of § 13.1-630<\/a> at the time of reinstatement, articles of amendment to the articles of incorporation<\/span> to change the corporation<\/span>’s name to a name that satisfies the provisions of § 13.1-630<\/a>, with the fee required by this chapter for the filing of articles of amendment; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the corporation<\/span>’s registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-635<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the corporation<\/span> complies with the provisions of this section, the Commission<\/span> shall enter an order<\/span> of reinstatement of corporate existence. Upon entry of the order<\/span>, the corporate existence shall be deemed to have continued from the date of termination as if the termination had never occurred, and any liability incurred by the corporation<\/span> or a director, officer, or other agent after the termination and before the reinstatement is determined as if the termination of the corporation<\/span>’s existence had never occurred. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREINSTATEMENT OF A CORPORATION THAT HAS CEASED TO EXIST (\u00a7 13.1-754)\n\nA. A corporation that has ceased to exist pursuant to this article may apply to\nthe Commission for reinstatement within five years thereafter unless the\ncorporate existence was terminated by order of the Commission (i) upon a finding\nthat the corporation has continued to exceed or abuse the authority conferred\nupon it by law or (ii) entered pursuant to § 13.1-749 and the circuit\ncourt’s decree directing dissolution contains no provision for\nreinstatement of corporate existence.\n\nB. To have its corporate existence reinstated, the corporation shall provide the\nCommission with the following:\n\n 1. An application for reinstatement, which shall include the identification\n number issued by the Commission to the corporation, and which may be in the\n form of a letter signed by an officer or director of the corporation, or which\n may be by affidavit signed by an agent of any shareholder’s interests\n stating that after diligent search by such agent, no officer or director can\n be found;\n\n 2. A reinstatement fee of $100;\n\n 3. All annual registration fees and penalties that were due before the\n corporation ceased to exist and that would have been assessed or imposed to\n the date of reinstatement if the corporation’s existence had not been\n terminated;\n\n 4. An annual report for the calendar year that corresponds to the calendar\n year of the latest annual registration fee that was assessed or that would\n have been assessed to the date of reinstatement;\n\n 5. If the name of the corporation does not comply with the provisions of\n § 13.1-630 at the time of reinstatement, articles of amendment to the\n articles of incorporation to change the corporation’s name to a name\n that satisfies the provisions of § 13.1-630, with the fee required by\n this chapter for the filing of articles of amendment; and\n\n 6. If the corporation’s registered agent has filed a statement of\n resignation and a new registered agent has not been appointed, a statement of\n change pursuant to § 13.1-635.\n\nC. If the corporation complies with the provisions of this section, the\nCommission shall enter an order of reinstatement of corporate existence. Upon\nentry of the order, the corporate existence shall be deemed to have continued\nfrom the date of termination as if the termination had never occurred, and any\nliability incurred by the corporation or a director, officer, or other agent\nafter the termination and before the reinstatement is determined as if the\ntermination of the corporation’s existence had never occurred.\n\nHISTORY: Code 1950, \u00a7 13.1-92; 1956, c. 428; 1958, c. 564; 1975, c. 88; 1978,\nc. 804; 1980, c. 654; 1982, c. 648; 1984, c. 69; 1985, c. 522; 1986, c. 234;\n1988, c. 405; 2004, c. 601; 2005, c. 379; 2006, c. 663; 2015, c. 623.","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}}