{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-904.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-904.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-904.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-904.html"}],"law_id":74663,"edition_id":1,"section_id":74663,"structure_id":13830,"section_number":"13.1-904","catch_line":"Articles of dissolution","history":"Code 1950, \u00a7\u00a7 13.1-252, 13.1-253; 1956, c. 428; 1974, c. 452; 1975, c. 500; 1985, c. 522; 2003, c. 596; 2007, c. 925.","full_text":"A\n\nAt any time after dissolution is approved, the corporation may dissolve by filing with the Commission articles of dissolution setting forth:1\n\nThe name of the corporation.2\n\nThe date dissolution was authorized.3\n\nWhere there are members having voting rights, either (i) a statement that dissolution was authorized by unanimous consent of the members, or (ii) a statement that the proposed dissolution was submitted to the members by the board of directors in accordance with this article and a statement of (a) the existence of a quorum of each voting group entitled to vote separately on dissolution and (b) either the total number of votes cast for and against dissolution by each voting group entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution separately by each voting group and a statement that the number cast for dissolution by each voting group was sufficient for approval by that voting group.4\n\nWhere there are no members, or no members having voting rights, then a statement of that fact, the date of the meeting of the board of directors at which the dissolution was authorized and a statement of the fact that dissolution was authorized by the vote of a majority of the directors in office.B\n\nIf the Commission finds that the articles of dissolution comply with the requirements of law and that the corporation has paid all required fees and taxes imposed by laws administered by the Commission, it shall issue a certificate of dissolution.C\n\nA corporation is dissolved upon the effective date of the certificate of dissolution.D\n\nFor purposes of §§ 13.1-902 through 13.1-908.2, “dissolved corporation” means a corporation whose articles of dissolution have become effective; the term includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.","order_by":null,"text":{"0":{"id":268370,"text":"At any time after dissolution is approved, the corporation may dissolve by filing with the Commission articles of dissolution setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":268371,"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":268372,"text":"The date dissolution was authorized.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":268373,"text":"Where there are members having voting rights, either (i) a statement that dissolution was authorized by unanimous consent of the members, or (ii) a statement that the proposed dissolution was submitted to the members by the board of directors in accordance with this article and a statement of (a) the existence of a quorum of each voting group entitled to vote separately on dissolution and (b) either the total number of votes cast for and against dissolution by each voting group entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution separately by each voting group and a statement that the number cast for dissolution by each voting group was sufficient for approval by that voting group.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":268374,"text":"Where there are no members, or no members having voting rights, then a statement of that fact, the date of the meeting of the board of directors at which the dissolution was authorized and a statement of the fact that dissolution was authorized by the vote of a majority of the directors in office.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":268375,"text":"If the Commission finds that the articles of dissolution comply with the requirements of law and that the corporation has paid all required fees and taxes imposed by laws administered by the Commission, it shall issue a certificate of dissolution.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":268376,"text":"A corporation is dissolved upon the effective date of the certificate of dissolution.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"7":{"id":268377,"text":"For purposes of §§ 13.1-902 through 13.1-908.2, “dissolved corporation” means a corporation whose articles of dissolution have become effective; the term includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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 dissolution","url":"\/13.1-909\/","token":"13.1\/10\/13\/13.1-909","metadata":false},{"id":67257,"structure_id":13830,"section_number":"13.1-910","catch_line":"Receivership or custodianship","url":"\/13.1-910\/","token":"13.1\/10\/13\/13.1-910","metadata":false},{"id":54846,"structure_id":13830,"section_number":"13.1-911","catch_line":"Decree of dissolution","url":"\/13.1-911\/","token":"13.1\/10\/13\/13.1-911","metadata":false},{"id":76479,"structure_id":13830,"section_number":"13.1-912","catch_line":"Articles of termination of corporate existence","url":"\/13.1-912\/","token":"13.1\/10\/13\/13.1-912","metadata":false},{"id":58502,"structure_id":13830,"section_number":"13.1-913","catch_line":"Termination of corporate existence by incorporators or initial directors","url":"\/13.1-913\/","token":"13.1\/10\/13\/13.1-913","metadata":false},{"id":72805,"structure_id":13830,"section_number":"13.1-914","catch_line":"Automatic termination of corporate existence","url":"\/13.1-914\/","token":"13.1\/10\/13\/13.1-914","metadata":false},{"id":80531,"structure_id":13830,"section_number":"13.1-915","catch_line":"Involuntary termination of corporate existence","url":"\/13.1-915\/","token":"13.1\/10\/13\/13.1-915","metadata":false},{"id":56670,"structure_id":13830,"section_number":"13.1-916","catch_line":"Reinstatement of a corporation that has ceased to exist","url":"\/13.1-916\/","token":"13.1\/10\/13\/13.1-916","metadata":false},{"id":60656,"structure_id":13830,"section_number":"13.1-917","catch_line":"Survival of remedy after termination of corporate existence","url":"\/13.1-917\/","token":"13.1\/10\/13\/13.1-917","metadata":false},{"id":67830,"structure_id":13830,"section_number":"13.1-918","catch_line":"Repealed","url":"\/13.1-918\/","token":"13.1\/10\/13\/13.1-918","metadata":false}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-904\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1974, chapter 452; in 1975, chapter 500; in 1985, chapter 522; in 2003, chapter 596<\/a>; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":78470,"section_number":"13.1-804.1","catch_line":"Filing with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-804.1\/"}],"refers_to":[{"id":58171,"section_number":"13.1-902","catch_line":"Dissolution by directors and members","order_by":null,"url":"\/13.1-902\/"},{"id":83300,"section_number":"13.1-908.2","catch_line":"Court proceedings","order_by":null,"url":"\/13.1-908.2\/"}],"permalink":{"id":147703,"object_type":"law","relational_id":74663,"identifier":"13.1-904","token":"13.1\/10\/13\/13.1-904","url":"\/13.1-904\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-904\/","token":"13.1\/10\/13\/13.1-904","dublin_core":{"Title":"Articles of dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-904","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> At any time after dissolution is approved, the corporation<\/span> may dissolve by filing with the Commission<\/span> articles of dissolution setting 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> The date dissolution was authorized. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Where there are members<\/span> having voting rights, either (i) a statement that dissolution was authorized by unanimous consent of the members<\/span>, or (ii) a statement that the proposed dissolution was submitted to the members<\/span> by the board of directors<\/span> in accordance with this article and a statement of (a) the existence of a quorum of each voting group<\/span> entitled to vote separately on dissolution and (b) either the total number of votes cast for and against dissolution by each voting group<\/span> entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution separately by each voting group<\/span> and a statement that the number cast for dissolution by each voting group<\/span> was sufficient for approval by that voting group<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Where there are no members<\/span>, or no members<\/span> having voting rights, then a statement of that fact<\/span>, the date of the meeting of the board of directors<\/span> at which the dissolution was authorized and a statement of the fact<\/span> that dissolution was authorized by the vote of a majority of the directors in office. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of dissolution comply with the requirements of law<\/span> and that the corporation<\/span> has paid all required fees and taxes imposed by laws<\/span> administered by the Commission<\/span>, it shall issue<\/span> a certificate of dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A corporation<\/span> is dissolved upon the effective date of the certificate of dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> For purposes of §§ 13.1-902<\/a> through 13.1-908.2<\/a>, “dissolved corporation<\/span>” means a corporation whose articles of dissolution have become effective; the term includes a successor entity<\/span> to which the remaining assets<\/span> of the corporation are transferred subject to its liabilities for purposes of liquidation<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF DISSOLUTION (\u00a7 13.1-904)\n\nA. At any time after dissolution is approved, the corporation may dissolve by\nfiling with the Commission articles of dissolution setting forth:\n\n 1. The name of the corporation.\n\n 2. The date dissolution was authorized.\n\n 3. Where there are members having voting rights, either (i) a statement that\n dissolution was authorized by unanimous consent of the members, or (ii) a\n statement that the proposed dissolution was submitted to the members by the\n board of directors in accordance with this article and a statement of (a) the\n existence of a quorum of each voting group entitled to vote separately on\n dissolution and (b) either the total number of votes cast for and against\n dissolution by each voting group entitled to vote separately on dissolution or\n the total number of undisputed votes cast for dissolution separately by each\n voting group and a statement that the number cast for dissolution by each\n voting group was sufficient for approval by that voting group.\n\n 4. Where there are no members, or no members having voting rights, then a\n statement of that fact, the date of the meeting of the board of directors at\n which the dissolution was authorized and a statement of the fact that\n dissolution was authorized by the vote of a majority of the directors in\n office.\n\nB. If the Commission finds that the articles of dissolution comply with the\nrequirements of law and that the corporation has paid all required fees and\ntaxes imposed by laws administered by the Commission, it shall issue a\ncertificate of dissolution.\n\nC. A corporation is dissolved upon the effective date of the certificate of\ndissolution.\n\nD. For purposes of §§ 13.1-902 through 13.1-908.2, “dissolved\ncorporation” means a corporation whose articles of dissolution have become\neffective; the term includes a successor entity to which the remaining assets of\nthe corporation are transferred subject to its liabilities for purposes of\nliquidation.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-252, 13.1-253; 1956, c. 428; 1974, c. 452; 1975,\nc. 500; 1985, c. 522; 2003, c. 596; 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}}