{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-908.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-908.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-908.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-908.1.html"}],"law_id":87141,"edition_id":1,"section_id":87141,"structure_id":13830,"section_number":"13.1-908.1","catch_line":"Other claims against dissolved corporation","history":"2007, c. 925; 2015, c. 611.","full_text":"A\n\nA dissolved corporation may also (i) deliver notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-908 is not treated as a claim for purposes of § 13.1-908 and (ii) publish notice of its dissolution one time in a newspaper of general circulation in the city or county where the dissolved corporation’s principal office, or, if none in the Commonwealth, its registered office, is or was last located. The notice of dissolution shall request that persons with claims against the dissolved corporation present them in accordance with the notice.B\n\nThe notice shall:1\n\nDescribe the information that is required to be included in a claim and provide a mailing address to which the claim may be sent; and2\n\nState that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of delivery of notice to the claimant, or the date of publication of the notice, as appropriate.C\n\nIf the dissolved corporation provides notice of its dissolution in accordance with this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation prior to the earlier of the expiration of any applicable statute of limitations or three years after the date on which notice was delivered to the claimant or published, as appropriate:1\n\nA claimant who was not given written notice under § 13.1-908;2\n\nA claimant whose claim was timely sent to the dissolved corporation but not acted on; and3\n\nA claimant whose claim pursuant to subsection D of § 13.1-908 is not treated as a claim for purposes of § 13.1-908.D\n\nA claim that is not barred by subsection C of \u00a7 13.1-908 or subsection C of this section may be enforced:1\n\nAgainst the dissolved corporation, to the extent of its undistributed assets; or2\n\nExcept as provided in subsection D of § 13.1-908.2, if the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of the member’s pro rata share of the claim or the corporate assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member.","order_by":null,"text":{"0":{"id":312040,"text":"A dissolved corporation may also (i) deliver notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-908 is not treated as a claim for purposes of § 13.1-908 and (ii) publish notice of its dissolution one time in a newspaper of general circulation in the city or county where the dissolved corporation’s principal office, or, if none in the Commonwealth, its registered office, is or was last located. The notice of dissolution shall request that persons with claims against the dissolved corporation present them in accordance with the notice.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":312041,"text":"The notice shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":312042,"text":"Describe the information that is required to be included in a claim and provide a mailing address to which the claim may be sent; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":312043,"text":"State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of delivery of notice to the claimant, or the date of publication of the notice, as appropriate.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":312044,"text":"If the dissolved corporation provides notice of its dissolution in accordance with this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation prior to the earlier of the expiration of any applicable statute of limitations or three years after the date on which notice was delivered to the claimant or published, as appropriate:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"5":{"id":312045,"text":"A claimant who was not given written notice under § 13.1-908;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"6":{"id":312046,"text":"A claimant whose claim was timely sent to the dissolved corporation but not acted on; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"7":{"id":312047,"text":"A claimant whose claim pursuant to subsection D of § 13.1-908 is not treated as a claim for purposes of § 13.1-908.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"8":{"id":312048,"text":"A claim that is not barred by subsection C of \u00a7 13.1-908 or subsection C of this section may be enforced:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"D1"},"9":{"id":312049,"text":"Against the dissolved corporation, to the extent of its undistributed assets; or","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"10":{"id":312050,"text":"Except as provided in subsection D of § 13.1-908.2, if the assets have been distributed in liquidation, against a member of the dissolved corporation to the extent of the member’s pro rata share of the claim or the corporate assets distributed to the member in liquidation, whichever is less, but a member’s total liability for all claims under this section may not exceed the total amount of assets distributed to the member.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1"}},"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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-908.1\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 925<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. 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. That modification is as follows: in 2015, chapter 611<\/a>.<\/p>","references":[{"id":83300,"section_number":"13.1-908.2","catch_line":"Court proceedings","order_by":null,"url":"\/13.1-908.2\/"},{"id":60096,"section_number":"13.1-908.3","catch_line":"Director duties","order_by":null,"url":"\/13.1-908.3\/"},{"id":54846,"section_number":"13.1-911","catch_line":"Decree of dissolution","order_by":null,"url":"\/13.1-911\/"}],"refers_to":[{"id":66482,"section_number":"13.1-908","catch_line":"Known claims against dissolved corporation","order_by":null,"url":"\/13.1-908\/"},{"id":83300,"section_number":"13.1-908.2","catch_line":"Court proceedings","order_by":null,"url":"\/13.1-908.2\/"}],"permalink":{"id":147723,"object_type":"law","relational_id":87141,"identifier":"13.1-908.1","token":"13.1\/10\/13\/13.1-908.1","url":"\/13.1-908.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-908.1\/","token":"13.1\/10\/13\/13.1-908.1","dublin_core":{"Title":"Other claims against dissolved corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-908.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A dissolved corporation<\/span> may also (i) deliver<\/span> notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-908<\/a> is not treated as a claim for purposes of § 13.1-908<\/a> and (ii) publish notice of its dissolution one time in a newspaper of general circulation in the city or county where the dissolved corporation<\/span>’s principal office<\/span>, or, if none in the Commonwealth, its registered office, is or was last located. The notice of dissolution shall request that persons<\/span> with claims against the dissolved corporation<\/span> present them in accordance with the notice. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The notice shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Describe the information that is required to be included in a claim and provide a mailing address to which the claim may be sent; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> State<\/span> that a claim against the dissolved corporation<\/span> will be barred unless a proceeding<\/span> to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations<\/span> or three years after the date of delivery<\/span> of notice to the claimant, or the date of publication of the notice, as appropriate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the dissolved corporation<\/span> provides notice of its dissolution in accordance with this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding<\/span> to enforce the claim against the dissolved corporation<\/span> prior to the earlier of the expiration of any applicable statute of limitations<\/span> or three years after the date on which notice was delivered to the claimant or published, as appropriate: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A claimant who was not given written<\/span> notice under § 13.1-908<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A claimant whose claim was timely sent to the dissolved corporation<\/span> but not acted on; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A claimant whose claim pursuant to subsection D of § 13.1-908<\/a> is not treated as a claim for purposes of § 13.1-908<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A claim that is not barred by subsection C of \u00a7 13.1-908<\/a> or subsection C of this section may be enforced: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Against the dissolved corporation<\/span>, to the extent of its undistributed assets<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except as provided in subsection D of § 13.1-908.2<\/a>, if the assets<\/span> have been distributed in liquidation<\/span>, against a member<\/span> of the dissolved corporation<\/span> to the extent of the member<\/span>’s pro rata share of the claim or the corporate assets<\/span> distributed to the member<\/span> in liquidation<\/span>, whichever is less, but a member<\/span>’s total liability for all claims under this section may not exceed the total amount of assets<\/span> distributed to the member<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nOTHER CLAIMS AGAINST DISSOLVED CORPORATION (\u00a7 13.1-908.1)\n\nA. A dissolved corporation may also (i) deliver notice of its dissolution to any\nknown claimant with a liability or claim that pursuant to subsection D of §\n13.1-908 is not treated as a claim for purposes of § 13.1-908 and (ii)\npublish notice of its dissolution one time in a newspaper of general circulation\nin the city or county where the dissolved corporation’s principal office,\nor, if none in the Commonwealth, its registered office, is or was last located.\nThe notice of dissolution shall request that persons with claims against the\ndissolved corporation present them in accordance with the notice.\n\nB. The notice shall:\n\n 1. Describe the information that is required to be included in a claim and\n provide a mailing address to which the claim may be sent; and\n\n 2. State that a claim against the dissolved corporation will be barred unless\n a proceeding to enforce the claim is commenced prior to the earlier of the\n expiration of any applicable statute of limitations or three years after the\n date of delivery of notice to the claimant, or the date of publication of the\n notice, as appropriate.\n\nC. If the dissolved corporation provides notice of its dissolution in accordance\nwith this section, the claim of each of the following claimants is barred unless\nthe claimant commences a proceeding to enforce the claim against the dissolved\ncorporation prior to the earlier of the expiration of any applicable statute of\nlimitations or three years after the date on which notice was delivered to the\nclaimant or published, as appropriate:\n\n 1. A claimant who was not given written notice under § 13.1-908;\n\n 2. A claimant whose claim was timely sent to the dissolved corporation but not\n acted on; and\n\n 3. A claimant whose claim pursuant to subsection D of § 13.1-908 is not\n treated as a claim for purposes of § 13.1-908.\n\nD. A claim that is not barred by subsection C of \u00a7 13.1-908 or subsection C of\nthis section may be enforced:\n\n 1. Against the dissolved corporation, to the extent of its undistributed\n assets; or\n\n 2. Except as provided in subsection D of § 13.1-908.2, if the assets have\n been distributed in liquidation, against a member of the dissolved corporation\n to the extent of the member’s pro rata share of the claim or the\n corporate assets distributed to the member in liquidation, whichever is less,\n but a member’s total liability for all claims under this section may not\n exceed the total amount of assets distributed to the member.\n\nHISTORY: 2007, c. 925; 2015, c. 611.","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}}