{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-902.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-902.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-902.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-902.html"}],"law_id":58171,"edition_id":1,"section_id":58171,"structure_id":13830,"section_number":"13.1-902","catch_line":"Dissolution by directors and members","history":"Code 1950, \u00a7 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nWhere there are members having voting rights, a corporation’s board of directors may propose dissolution for submission to the members.B\n\nFor a proposal to dissolve to be adopted:1\n\nThe board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; and2\n\nThe members entitled to vote shall approve the proposal to dissolve as provided in subsection E.C\n\nThe board of directors may condition its submission of the proposal for dissolution on any basis.D\n\nThe corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.E\n\nUnless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.","order_by":null,"text":{"0":{"id":213148,"text":"Where there are members having voting rights, a corporation’s board of directors may propose dissolution for submission to the members.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":213149,"text":"For a proposal to dissolve to be adopted:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":213150,"text":"The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":213151,"text":"The members entitled to vote shall approve the proposal to dissolve as provided in subsection E.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":213152,"text":"The board of directors may condition its submission of the proposal for dissolution on any basis.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"5":{"id":213153,"text":"The corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":213154,"text":"Unless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":13830,"edition_id":1,"name":"Dissolution","identifier":"13","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:46:01","date_modified":"2026-06-26 03:46:01","permalink":{"id":147693,"object_type":"structure","relational_id":13830,"identifier":"13","token":"13.1\/10\/13","url":"\/13.1\/10\/13\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":58171,"structure_id":13830,"section_number":"13.1-902","catch_line":"Dissolution by directors and members","url":"\/13.1-902\/","token":"13.1\/10\/13\/13.1-902","metadata":false},{"id":76471,"structure_id":13830,"section_number":"13.1-903","catch_line":"Dissolution by directors","url":"\/13.1-903\/","token":"13.1\/10\/13\/13.1-903","metadata":false},{"id":74663,"structure_id":13830,"section_number":"13.1-904","catch_line":"Articles of dissolution","url":"\/13.1-904\/","token":"13.1\/10\/13\/13.1-904","metadata":false},{"id":61075,"structure_id":13830,"section_number":"13.1-905","catch_line":"Revocation of dissolution","url":"\/13.1-905\/","token":"13.1\/10\/13\/13.1-905","metadata":false},{"id":78442,"structure_id":13830,"section_number":"13.1-906","catch_line":"Effect of dissolution","url":"\/13.1-906\/","token":"13.1\/10\/13\/13.1-906","metadata":false},{"id":65762,"structure_id":13830,"section_number":"13.1-907","catch_line":"Distribution and plan of distribution of assets","url":"\/13.1-907\/","token":"13.1\/10\/13\/13.1-907","metadata":false},{"id":66482,"structure_id":13830,"section_number":"13.1-908","catch_line":"Known claims against dissolved corporation","url":"\/13.1-908\/","token":"13.1\/10\/13\/13.1-908","metadata":false},{"id":87141,"structure_id":13830,"section_number":"13.1-908.1","catch_line":"Other claims against dissolved corporation","url":"\/13.1-908.1\/","token":"13.1\/10\/13\/13.1-908.1","metadata":false},{"id":83300,"structure_id":13830,"section_number":"13.1-908.2","catch_line":"Court proceedings","url":"\/13.1-908.2\/","token":"13.1\/10\/13\/13.1-908.2","metadata":false},{"id":60096,"structure_id":13830,"section_number":"13.1-908.3","catch_line":"Director duties","url":"\/13.1-908.3\/","token":"13.1\/10\/13\/13.1-908.3","metadata":false},{"id":78820,"structure_id":13830,"section_number":"13.1-909","catch_line":"Grounds for judicial 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directors","url":"\/13.1-903\/","token":"13.1\/10\/13\/13.1-903","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-902\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 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 1985, chapter 522; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":54289,"section_number":"13.1-900","catch_line":"Sale of assets other than in regular course of business","order_by":null,"url":"\/13.1-900\/"},{"id":74663,"section_number":"13.1-904","catch_line":"Articles of dissolution","order_by":null,"url":"\/13.1-904\/"},{"id":65762,"section_number":"13.1-907","catch_line":"Distribution and plan of distribution of assets","order_by":null,"url":"\/13.1-907\/"},{"id":63207,"section_number":"56-231.21","catch_line":"Dissolution and termination of cooperatives","order_by":null,"url":"\/56-231.21\/"},{"id":65253,"section_number":"56-503","catch_line":"Dissolution","order_by":null,"url":"\/56-503\/"},{"id":70909,"section_number":"6.2-1345","catch_line":"Voluntary dissolution","order_by":null,"url":"\/6.2-1345\/"}],"refers_to":[{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"}],"permalink":{"id":147695,"object_type":"law","relational_id":58171,"identifier":"13.1-902","token":"13.1\/10\/13\/13.1-902","url":"\/13.1-902\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-902\/","token":"13.1\/10\/13\/13.1-902","dublin_core":{"Title":"Dissolution by directors and members","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-902","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Where there are members<\/span> having voting rights, a corporation<\/span>’s board of directors<\/span> may propose dissolution for submission to the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> For a proposal to dissolve to be adopted: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors<\/span> shall recommend dissolution to the members<\/span> unless the board of directors<\/span> determines that because of conflict of interests<\/span> or other special circumstances it should make no recommendation and communicates the basis for its determination to the members<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The members<\/span> entitled to vote shall approve the proposal to dissolve as provided in subsection E. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The board of directors<\/span> may condition its submission of the proposal for dissolution on any basis. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The corporation<\/span> shall notify each member<\/span> entitled to vote of the proposed members<\/span>’ meeting in accordance with § 13.1-842<\/a>. The notice shall also state<\/span> that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Unless the board of directors<\/span>, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast by each voting group<\/span> entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDISSOLUTION BY DIRECTORS AND MEMBERS (\u00a7 13.1-902)\n\nA. Where there are members having voting rights, a corporation’s board of\ndirectors may propose dissolution for submission to the members.\n\nB. For a proposal to dissolve to be adopted:\n\n 1. The board of directors shall recommend dissolution to the members unless\n the board of directors determines that because of conflict of interests or\n other special circumstances it should make no recommendation and communicates\n the basis for its determination to the members; and\n\n 2. The members entitled to vote shall approve the proposal to dissolve as\n provided in subsection E.\n\nC. The board of directors may condition its submission of the proposal for\ndissolution on any basis.\n\nD. The corporation shall notify each member entitled to vote of the proposed\nmembers’ meeting in accordance with § 13.1-842. The notice shall also\nstate that the purpose, or one of the purposes, of the meeting is to consider\ndissolving the corporation.\n\nE. Unless the board of directors, acting pursuant to subsection C, requires a\ngreater vote, dissolution to be authorized shall have been approved by more than\ntwo-thirds of all the votes cast on the proposal to dissolve at a meeting at\nwhich a quorum exists. The articles of incorporation may provide for a greater\nor lesser vote than that provided for in this subsection or a vote by separate\nvoting groups so long as the vote provided for is not less than a majority of\nall the votes cast by each voting group entitled to vote on the proposed\ndissolution at a meeting at which a quorum of the voting group exists.\n\nHISTORY: Code 1950, \u00a7 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925.","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}}