{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-908.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-908.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-908.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-908.html"}],"law_id":66482,"edition_id":1,"section_id":66482,"structure_id":13830,"section_number":"13.1-908","catch_line":"Known claims against dissolved corporation","history":"1985, c. 522; 2007, c. 925.","full_text":"A\n\nA dissolved corporation may dispose of the known claims against it by following the procedure described in this section.B\n\nThe dissolved corporation shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:1\n\nProvide a reasonable description of the claim that the claimant may be entitled to assert;2\n\nState whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;3\n\nProvide a mailing address where a claim may be sent;4\n\nState the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim is required to be delivered to the dissolved corporation; and5\n\nState that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.C\n\nA claim against the dissolved corporation is barred to the extent that it is not admitted:1\n\nIf the dissolved corporation delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved corporation by the deadline; or2\n\nIf the dissolved corporation delivered written notice to the claimant that his claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the delivery of written confirmation of the claim to the dissolved corporation.D\n\nFor purposes of this section, &#8220;claim&#8221; does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B.E\n\nIf a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or may be still occurring.","order_by":null,"text":{"0":{"id":241253,"text":"A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":241254,"text":"The dissolved corporation shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":241255,"text":"Provide a reasonable description of the claim that the claimant may be entitled to assert;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":241256,"text":"State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":241257,"text":"Provide a mailing address where a claim may be sent;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":241258,"text":"State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim is required to be delivered to the dissolved corporation; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":241259,"text":"State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":241260,"text":"A claim against the dissolved corporation is barred to the extent that it is not admitted:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"8":{"id":241261,"text":"If the dissolved corporation delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved corporation by the deadline; or","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"9":{"id":241262,"text":"If the dissolved corporation delivered written notice to the claimant that his claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the delivery of written confirmation of the claim to the dissolved corporation.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"10":{"id":241263,"text":"For purposes of this section, &#8220;claim&#8221; does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"E"},"11":{"id":241264,"text":"If a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or may be still occurring.","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":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},"next_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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-908\/","history_text":"<p>This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. 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 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>.<\/p>","references":[{"id":87141,"section_number":"13.1-908.1","catch_line":"Other claims against dissolved corporation","order_by":null,"url":"\/13.1-908.1\/"},{"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":false,"permalink":{"id":147719,"object_type":"law","relational_id":66482,"identifier":"13.1-908","token":"13.1\/10\/13\/13.1-908","url":"\/13.1-908\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-908\/","token":"13.1\/10\/13\/13.1-908","dublin_core":{"Title":"Known claims against dissolved corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-908","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> may dispose of the known claims against it by following the procedure described in this section. <a id=\"paragraph-241253\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#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> The dissolved <span class=\"dictionary\">corporation<\/span> shall <span class=\"dictionary\">deliver<\/span> to each of its known claimants <span class=\"dictionary\">written<\/span> notice of the dissolution at any time after its effective date. The <span class=\"dictionary\">written<\/span> notice shall: <a id=\"paragraph-241254\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Provide a reasonable description of the claim that the claimant may be entitled to assert; <a id=\"paragraph-241255\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#B1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> <span class=\"dictionary\">State<\/span> whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any <span class=\"dictionary\">interest<\/span> obligation if fixed by an instrument of indebtedness; <a id=\"paragraph-241256\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#B2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> Provide a mailing address where a claim may be sent; <a id=\"paragraph-241257\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#B3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> <span class=\"dictionary\">State<\/span> the deadline, which may not be fewer than 120 days from the effective date of the <span class=\"dictionary\">written<\/span> notice, by which confirmation of the claim is required to be delivered to the dissolved <span class=\"dictionary\">corporation<\/span>; and <a id=\"paragraph-241258\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#B4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B5\" class=\"indent-1\"><p><span class=\"prefix-number\">5.<\/span> <span class=\"dictionary\">State<\/span> that, except to the extent that any claim is admitted, the claim will be barred if <span class=\"dictionary\">written<\/span> confirmation of the claim is not delivered by the deadline. <a id=\"paragraph-241259\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#B5\"><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> A claim against the dissolved <span class=\"dictionary\">corporation<\/span> is barred to the extent that it is not admitted: <a id=\"paragraph-241260\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#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> If the dissolved <span class=\"dictionary\">corporation<\/span> delivered <span class=\"dictionary\">written<\/span> notice to the claimant in accordance with subsection B and the claimant does not <span class=\"dictionary\">deliver<\/span> <span class=\"dictionary\">written<\/span> confirmation of the claim to the dissolved <span class=\"dictionary\">corporation<\/span> by the deadline; or <a id=\"paragraph-241261\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#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> If the dissolved <span class=\"dictionary\">corporation<\/span> delivered <span class=\"dictionary\">written<\/span> notice to the claimant that his claim is not admitted, in whole or in part, and the claimant does not commence a <span class=\"dictionary\">proceeding<\/span> to enforce the claim within 90 days from the <span class=\"dictionary\">delivery<\/span> of <span class=\"dictionary\">written<\/span> confirmation of the claim to the dissolved <span class=\"dictionary\">corporation<\/span>. <a id=\"paragraph-241262\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#C2\"><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> For purposes of this section, &#8220;claim&#8221; does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the <span class=\"dictionary\">delivery<\/span> of <span class=\"dictionary\">written<\/span> notice to the claimant pursuant to subsection B. <a id=\"paragraph-241263\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#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> If a liability exists but the full extent of any <span class=\"dictionary\">damages<\/span> is or may not be ascertainable, and a <span class=\"dictionary\">proceeding<\/span> to enforce the claim is commenced pursuant to subdivision C 2, the claimant may <span class=\"dictionary\">amend<\/span> the <span class=\"dictionary\">pleadings<\/span> after filing to include any <span class=\"dictionary\">damages<\/span> that occurred or are alleged to have occurred after filing, and the <span class=\"dictionary\">court<\/span> having <span class=\"dictionary\">jurisdiction<\/span> of such claim may continue such <span class=\"dictionary\">proceeding<\/span> during its pendency if it appears that further <span class=\"dictionary\">damages<\/span> are or may be still occurring. <a id=\"paragraph-241264\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-908\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nKNOWN CLAIMS AGAINST DISSOLVED CORPORATION (\u00a7 13.1-908)\n\nA. A dissolved corporation may dispose of the known claims against it by\nfollowing the procedure described in this section.\n\nB. The dissolved corporation shall deliver to each of its known claimants\nwritten notice of the dissolution at any time after its effective date. The\nwritten notice shall:\n\n   1. Provide a reasonable description of the claim that the claimant may be\n   entitled to assert;\n\n   2. State whether the claim is admitted, or not admitted, and if admitted (i)\n   the amount that is admitted, which may be as of a given date, and (ii) any\n   interest obligation if fixed by an instrument of indebtedness;\n\n   3. Provide a mailing address where a claim may be sent;\n\n   4. State the deadline, which may not be fewer than 120 days from the effective\n   date of the written notice, by which confirmation of the claim is required to\n   be delivered to the dissolved corporation; and\n\n   5. State that, except to the extent that any claim is admitted, the claim will\n   be barred if written confirmation of the claim is not delivered by the\n   deadline.\n\nC. A claim against the dissolved corporation is barred to the extent that it is\nnot admitted:\n\n   1. If the dissolved corporation delivered written notice to the claimant in\n   accordance with subsection B and the claimant does not deliver written\n   confirmation of the claim to the dissolved corporation by the deadline; or\n\n   2. If the dissolved corporation delivered written notice to the claimant that\n   his claim is not admitted, in whole or in part, and the claimant does not\n   commence a proceeding to enforce the claim within 90 days from the delivery of\n   written confirmation of the claim to the dissolved corporation.\n\nD. For purposes of this section, &#8220;claim&#8221; does not include (i) a\ncontingent liability or a claim based on an event occurring after the effective\ndate of dissolution or (ii) a liability or claim the ultimate maturity of which\nis more than 60 days after the delivery of written notice to the claimant\npursuant to subsection B.\n\nE. If a liability exists but the full extent of any damages is or may not be\nascertainable, and a proceeding to enforce the claim is commenced pursuant to\nsubdivision C 2, the claimant may amend the pleadings after filing to include\nany damages that occurred or are alleged to have occurred after filing, and the\ncourt having jurisdiction of such claim may continue such proceeding during its\npendency if it appears that further damages are or may be still occurring.\n\nHISTORY: 1985, c. 522; 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}}