{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-907.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-907.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-907.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-907.html"}],"law_id":65762,"edition_id":1,"section_id":65762,"structure_id":13830,"section_number":"13.1-907","catch_line":"Distribution and plan of distribution of assets","history":"Code 1950, \u00a7\u00a7 13-237, 13.1-249, 13.1-250; 1956, c. 428; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nThe assets of a corporation in the process of dissolution shall be applied and distributed as follows:1\n\nAll liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;2\n\nAssets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;3\n\nAssets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act or as a court may direct;4\n\nOther assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;5\n\nAny remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether issuing shares or not, as may be specified in a plan of distribution adopted as provided in this Act or as a court may direct.B\n\nA plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this Act requires a plan of distribution. A plan shall be adopted in accordance with the procedures established in § 13.1-902 or 13.1-903, as the case may be.","order_by":null,"text":{"0":{"id":238990,"text":"The assets of a corporation in the process of dissolution shall be applied and distributed as follows:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":238991,"text":"All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":238992,"text":"Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":238993,"text":"Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act or as a court may direct;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":238994,"text":"Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":238995,"text":"Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether issuing shares or not, as may be specified in a plan of distribution adopted as provided in this Act or as a court may direct.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":238996,"text":"A plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this Act requires a plan of distribution. A plan shall be adopted in accordance with the procedures established in § 13.1-902 or 13.1-903, as the case may be.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-907\/","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":54846,"section_number":"13.1-911","catch_line":"Decree of dissolution","order_by":null,"url":"\/13.1-911\/"},{"id":76479,"section_number":"13.1-912","catch_line":"Articles of termination of corporate existence","order_by":null,"url":"\/13.1-912\/"},{"id":80531,"section_number":"13.1-915","catch_line":"Involuntary termination of corporate existence","order_by":null,"url":"\/13.1-915\/"},{"id":59522,"section_number":"6.2-1322","catch_line":"Contents of bylaws; amendments to bylaws generally","order_by":null,"url":"\/6.2-1322\/"},{"id":68878,"section_number":"6.2-1334","catch_line":"Contents of corporation bylaws; amendments thereto","order_by":null,"url":"\/6.2-1334\/"}],"refers_to":[{"id":58171,"section_number":"13.1-902","catch_line":"Dissolution by directors and members","order_by":null,"url":"\/13.1-902\/"},{"id":76471,"section_number":"13.1-903","catch_line":"Dissolution by directors","order_by":null,"url":"\/13.1-903\/"}],"permalink":{"id":147715,"object_type":"law","relational_id":65762,"identifier":"13.1-907","token":"13.1\/10\/13\/13.1-907","url":"\/13.1-907\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-907\/","token":"13.1\/10\/13\/13.1-907","dublin_core":{"Title":"Distribution and plan of distribution of assets","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-907","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The assets<\/span> of a corporation<\/span> in the process of dissolution shall be applied and distributed as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All liabilities and obligations of the corporation<\/span> shall be paid, satisfied and discharged, or adequate provision shall be made therefor; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Assets<\/span> held by the corporation<\/span> upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Assets<\/span> received and held by the corporation<\/span> subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations<\/span>, societies or organizations engaged in activities substantially similar to those of the dissolving corporation<\/span>, pursuant to a plan of distribution adopted as provided in this Act or as a court<\/span> may direct; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Other assets<\/span>, if any, shall be distributed in accordance with the provisions of the articles of incorporation<\/span> or the bylaws to the extent that the articles of incorporation<\/span> or bylaws determine the distributive rights of members<\/span>, or any class or classes of members<\/span>, or provide for distribution to others; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any remaining assets<\/span> may be distributed to such persons<\/span>, societies, organizations or domestic or foreign corporations<\/span>, whether issuing shares<\/span> or not, as may be specified in a plan of distribution adopted as provided in this Act or as a court<\/span> may direct. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A plan providing for the distribution of assets<\/span>, not inconsistent with the provisions of this Act, may be adopted by a corporation<\/span> in the process of dissolution and shall be adopted by a corporation<\/span> for the purpose of authorizing any transfer or conveyance of assets<\/span> for which this Act requires a plan of distribution. A plan shall be adopted in accordance with the procedures established in § 13.1-902<\/a> or 13.1-903<\/a>, as the case may be. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDISTRIBUTION AND PLAN OF DISTRIBUTION OF ASSETS (\u00a7 13.1-907)\n\nA. The assets of a corporation in the process of dissolution shall be applied\nand distributed as follows:\n\n 1. All liabilities and obligations of the corporation shall be paid, satisfied\n and discharged, or adequate provision shall be made therefor;\n\n 2. Assets held by the corporation upon condition requiring return, transfer or\n conveyance, which condition occurs by reason of the dissolution, shall be\n returned, transferred or conveyed in accordance with such requirements;\n\n 3. Assets received and held by the corporation subject to limitations\n permitting their use only for charitable, religious, eleemosynary, benevolent,\n educational or similar purposes, but not held upon a condition requiring\n return, transfer or conveyance by reason of the dissolution, shall be\n transferred or conveyed to one or more domestic or foreign corporations,\n societies or organizations engaged in activities substantially similar to\n those of the dissolving corporation, pursuant to a plan of distribution\n adopted as provided in this Act or as a court may direct;\n\n 4. Other assets, if any, shall be distributed in accordance with the\n provisions of the articles of incorporation or the bylaws to the extent that\n the articles of incorporation or bylaws determine the distributive rights of\n members, or any class or classes of members, or provide for distribution to\n others;\n\n 5. Any remaining assets may be distributed to such persons, societies,\n organizations or domestic or foreign corporations, whether issuing shares or\n not, as may be specified in a plan of distribution adopted as provided in this\n Act or as a court may direct.\n\nB. A plan providing for the distribution of assets, not inconsistent with the\nprovisions of this Act, may be adopted by a corporation in the process of\ndissolution and shall be adopted by a corporation for the purpose of authorizing\nany transfer or conveyance of assets for which this Act requires a plan of\ndistribution. A plan shall be adopted in accordance with the procedures\nestablished in § 13.1-902 or 13.1-903, as the case may be.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-237, 13.1-249, 13.1-250; 1956, c. 428; 1985, c. 522;\n2007, 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}}