{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-908.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-908.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-908.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-908.2.html"}],"law_id":83300,"edition_id":1,"section_id":83300,"structure_id":13830,"section_number":"13.1-908.2","catch_line":"Court proceedings","history":"2007, c. 925.","full_text":"A\n\nA dissolved corporation that has published a notice under &#xA7; 13.1-908.1 may file an application with the circuit court of the city or county where the dissolved corporation&#8217;s principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of &#xA7; 13.1-908.1.B\n\nWithin 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.C\n\nThe court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.D\n\nProvision by the dissolved corporation for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved corporation&#8217;s obligations with respect to claims that do not meet the definition of a claim in subsection D of &#xA7; 13.1-908, and such claims may not be enforced against a member who received assets in liquidation.","order_by":null,"text":{"0":{"id":298453,"text":"A dissolved corporation that has published a notice under &#xA7; 13.1-908.1 may file an application with the circuit court of the city or county where the dissolved corporation&#8217;s principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of &#xA7; 13.1-908.1.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":298454,"text":"Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":298455,"text":"The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":298456,"text":"Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved corporation&#8217;s obligations with respect to claims that do not meet the definition of a claim in subsection D of &#xA7; 13.1-908, and such claims may not be enforced against a member who received assets in 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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-908.2\/","history_text":"<p>This law was first created in 2007. The record of its establishment is cataloged in chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">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.<\/p>","references":[{"id":74663,"section_number":"13.1-904","catch_line":"Articles of dissolution","order_by":null,"url":"\/13.1-904\/"},{"id":87141,"section_number":"13.1-908.1","catch_line":"Other claims against dissolved corporation","order_by":null,"url":"\/13.1-908.1\/"},{"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":87141,"section_number":"13.1-908.1","catch_line":"Other claims against dissolved corporation","order_by":null,"url":"\/13.1-908.1\/"}],"permalink":{"id":147727,"object_type":"law","relational_id":83300,"identifier":"13.1-908.2","token":"13.1\/10\/13\/13.1-908.2","url":"\/13.1-908.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-908.2\/","token":"13.1\/10\/13\/13.1-908.2","dublin_core":{"Title":"Court proceedings","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-908.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> A dissolved <span class=\"dictionary\">corporation<\/span> that has published a notice under &#xA7; <a class=\"law\" title=\"Other claims against dissolved corporation\" href=\"\/13.1-908.1\/\">13.1-908.1<\/a> may file an application with the <span class=\"dictionary\">circuit<\/span> <span class=\"dictionary\">court<\/span> of the city or county where the dissolved <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">principal office<\/span>, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved <span class=\"dictionary\">corporation<\/span> or that are based on an event occurring after the effective date of dissolution but that, based on the <span class=\"dictionary\">facts<\/span> known to the dissolved <span class=\"dictionary\">corporation<\/span>, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of &#xA7; <a class=\"law\" title=\"Other claims against dissolved corporation\" href=\"\/13.1-908.1\/\">13.1-908.1<\/a>. <a id=\"paragraph-298453\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908.2\/#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> Within 10 days after the filing of the application, notice of the <span class=\"dictionary\">proceeding<\/span> shall be given by the dissolved <span class=\"dictionary\">corporation<\/span> to each claimant holding a <span class=\"dictionary\">contingent claim<\/span> whose <span class=\"dictionary\">contingent claim<\/span> is shown on the records of the dissolved <span class=\"dictionary\">corporation<\/span>. <a id=\"paragraph-298454\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908.2\/#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> The <span class=\"dictionary\">court<\/span> may appoint a <span class=\"dictionary\">guardian ad litem<\/span> to represent all claimants whose identities are unknown in any <span class=\"dictionary\">proceeding<\/span> brought under this section. The reasonable fees and expenses of such guardian, including all reasonable <span class=\"dictionary\">expert witness<\/span> fees, shall be paid by the dissolved <span class=\"dictionary\">corporation<\/span>. <a id=\"paragraph-298455\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908.2\/#C\"><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> Provision by the dissolved <span class=\"dictionary\">corporation<\/span> for security in the amount and the form ordered by the <span class=\"dictionary\">court<\/span> under subsection A shall satisfy the dissolved <span class=\"dictionary\">corporation<\/span>&#8217;s obligations with respect to claims that do not meet the definition of a claim in subsection D of &#xA7; <a class=\"law\" title=\"Known claims against dissolved corporation\" href=\"\/13.1-908\/\">13.1-908<\/a>, and such claims may not be enforced against a <span class=\"dictionary\">member<\/span> who received <span class=\"dictionary\">assets<\/span> in <span class=\"dictionary\">liquidation<\/span>. <a id=\"paragraph-298456\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908.2\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nCOURT PROCEEDINGS (\u00a7 13.1-908.2)\n\nA. A dissolved corporation that has published a notice under &#xA7; 13.1-908.1\nmay file an application with the circuit court of the city or county where the\ndissolved corporation&#8217;s principal office, or, if none in the Commonwealth,\nits registered office, is or was last located for a determination of the amount\nand form of security to be provided for payment of claims that are contingent or\nhave not been made known to the dissolved corporation or that are based on an\nevent occurring after the effective date of dissolution but that, based on the\nfacts known to the dissolved corporation, are reasonably estimated to arise\nafter the effective date of dissolution. Provision need not be made for any\nclaim that is or is reasonably anticipated to be barred under subsection C of\n&#xA7; 13.1-908.1.\n\nB. Within 10 days after the filing of the application, notice of the proceeding\nshall be given by the dissolved corporation to each claimant holding a\ncontingent claim whose contingent claim is shown on the records of the dissolved\ncorporation.\n\nC. The court may appoint a guardian ad litem to represent all claimants whose\nidentities are unknown in any proceeding brought under this section. The\nreasonable fees and expenses of such guardian, including all reasonable expert\nwitness fees, shall be paid by the dissolved corporation.\n\nD. Provision by the dissolved corporation for security in the amount and the\nform ordered by the court under subsection A shall satisfy the dissolved\ncorporation&#8217;s obligations with respect to claims that do not meet the\ndefinition of a claim in subsection D of &#xA7; 13.1-908, and such claims may\nnot be enforced against a member who received assets in liquidation.\n\nHISTORY: 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}}