{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-905.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-905.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-905.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-905.html"}],"law_id":61075,"edition_id":1,"section_id":61075,"structure_id":13830,"section_number":"13.1-905","catch_line":"Revocation of dissolution","history":"Code 1950, \u00a7 13.1-251; 1956, c. 428; 1985, c. 522.","full_text":"A\n\nA corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence.B\n\nRevocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, where members have votes, that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action.C\n\nAfter the revocation of dissolution is authorized, the corporation may revoke the dissolution by filing with the Commission articles of revocation of dissolution that set forth:1\n\nThe name of the corporation;2\n\nThe effective date of the dissolution that was revoked;3\n\nThe date that the revocation of dissolution was authorized;4\n\nIf the corporation&#8217;s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and5\n\nIf member action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of &#xA7; 13.1-904.D\n\nIf the Commission finds that the articles of revocation of dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of revocation of dissolution.E\n\nWhen the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.","order_by":null,"text":{"0":{"id":223298,"text":"A corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":223299,"text":"Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, where members have votes, that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":223300,"text":"After the revocation of dissolution is authorized, the corporation may revoke the dissolution by filing with the Commission articles of revocation of dissolution that set forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":223301,"text":"The name of the corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":223302,"text":"The effective date of the dissolution that was revoked;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":223303,"text":"The date that the revocation of dissolution was authorized;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":223304,"text":"If the corporation&#8217;s board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":223305,"text":"If member action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of &#xA7; 13.1-904.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"D"},"8":{"id":223306,"text":"If the Commission finds that the articles of revocation of dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of revocation of dissolution.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C5","next_prefix":"E"},"9":{"id":223307,"text":"When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.","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 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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-905\/","history_text":"<p>The record of this law\u2019s original creation isn\u2019t available online. It has been modified 2 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.<\/p>","references":false,"refers_to":false,"permalink":{"id":147707,"object_type":"law","relational_id":61075,"identifier":"13.1-905","token":"13.1\/10\/13\/13.1-905","url":"\/13.1-905\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-905\/","token":"13.1\/10\/13\/13.1-905","dublin_core":{"Title":"Revocation of dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-905","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> A <span class=\"dictionary\">corporation<\/span> may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence. <a id=\"paragraph-223298\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> <span class=\"dictionary\">Revocation<\/span> of dissolution shall be authorized in the same manner as the dissolution was authorized unless, where <span class=\"dictionary\">members<\/span> have votes, that authorization permitted <span class=\"dictionary\">revocation<\/span> by action by the <span class=\"dictionary\">board of directors<\/span> alone, in which event the <span class=\"dictionary\">board of directors<\/span> may revoke the dissolution without <span class=\"dictionary\">member<\/span> action. <a id=\"paragraph-223299\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> After the <span class=\"dictionary\">revocation<\/span> of dissolution is authorized, the <span class=\"dictionary\">corporation<\/span> may revoke the dissolution by filing with the <span class=\"dictionary\">Commission<\/span> articles of <span class=\"dictionary\">revocation<\/span> of dissolution that set forth: <a id=\"paragraph-223300\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The name of the <span class=\"dictionary\">corporation<\/span>; <a id=\"paragraph-223301\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#C1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> The effective date of the dissolution that was revoked; <a id=\"paragraph-223302\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#C2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The date that the <span class=\"dictionary\">revocation<\/span> of dissolution was authorized; <a id=\"paragraph-223303\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#C3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> If the <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">board of directors<\/span> revoked a dissolution authorized by the <span class=\"dictionary\">members<\/span>, a statement that <span class=\"dictionary\">revocation<\/span> was permitted by action by the <span class=\"dictionary\">board of directors<\/span> alone pursuant to that authorization; and <a id=\"paragraph-223304\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#C4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C5\" class=\"indent-1\"><p><span class=\"prefix-number\">5.<\/span> If <span class=\"dictionary\">member<\/span> action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of &#xA7; <a class=\"law\" title=\"Articles of dissolution\" href=\"\/13.1-904\/\">13.1-904<\/a>. <a id=\"paragraph-223305\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#C5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> If the <span class=\"dictionary\">Commission<\/span> finds that the articles of <span class=\"dictionary\">revocation<\/span> of dissolution comply with the requirements of <span class=\"dictionary\">law<\/span> and that all required fees have been paid, it shall <span class=\"dictionary\">issue<\/span> a certificate of <span class=\"dictionary\">revocation<\/span> of dissolution. <a id=\"paragraph-223306\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E\"><p><span class=\"prefix-number\">E.<\/span> When the <span class=\"dictionary\">revocation<\/span> of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the <span class=\"dictionary\">corporation<\/span> resumes carrying on its business as if dissolution had never occurred. <a id=\"paragraph-223307\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-905\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nREVOCATION OF DISSOLUTION (\u00a7 13.1-905)\n\nA. A corporation may revoke its dissolution at any time prior to the effective\ndate of its certificate of termination of corporate existence.\n\nB. Revocation of dissolution shall be authorized in the same manner as the\ndissolution was authorized unless, where members have votes, that authorization\npermitted revocation by action by the board of directors alone, in which event\nthe board of directors may revoke the dissolution without member action.\n\nC. After the revocation of dissolution is authorized, the corporation may revoke\nthe dissolution by filing with the Commission articles of revocation of\ndissolution that set forth:\n\n   1. The name of the corporation;\n\n   2. The effective date of the dissolution that was revoked;\n\n   3. The date that the revocation of dissolution was authorized;\n\n   4. If the corporation&#8217;s board of directors revoked a dissolution\n   authorized by the members, a statement that revocation was permitted by action\n   by the board of directors alone pursuant to that authorization; and\n\n   5. If member action was required to revoke the dissolution, the information\n   required by subdivision 3 of subsection A of &#xA7; 13.1-904.\n\nD. If the Commission finds that the articles of revocation of dissolution comply\nwith the requirements of law and that all required fees have been paid, it shall\nissue a certificate of revocation of dissolution.\n\nE. When the revocation of dissolution is effective, it relates back to and takes\neffect as of the effective date of the dissolution and the corporation resumes\ncarrying on its business as if dissolution had never occurred.\n\nHISTORY: Code 1950, \u00a7 13.1-251; 1956, c. 428; 1985, c. 522.","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}}