{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-909.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-909.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-909.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-909.html"}],"law_id":78820,"edition_id":1,"section_id":78820,"structure_id":13830,"section_number":"13.1-909","catch_line":"Grounds for judicial dissolution","history":"Code 1950, \u00a7\u00a7 13.1-257, 13.1-260, 13.1-261; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nThe circuit court in any city or county described in subsection C may dissolve a corporation:1\n\nIn a proceeding by a member or director if it is established that:\n\t\t\t\ta. The directors are deadlocked in the management of the corporate affairs and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights;\n\t\t\t\tb. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n\t\t\t\tc. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;\n\t\t\t\td. The corporate assets are being misapplied or wasted; or\n\t\t\t\te. The corporation is unable to carry out its purposes;2\n\nIn a proceeding by a creditor if it is established that:\n\t\t\t\ta. The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or\n\t\t\t\tb. The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent;3\n\nIn a proceeding by the corporation to have its voluntary dissolution continued under court supervision;4\n\nUpon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by members on the question of dissolution and that the continuation of the business of the corporation is not in the interest of the members but it is in their interest that the assets and business be liquidated; or5\n\nWhen the Commission has instituted a proceeding for the involuntary termination of a corporate existence and entered an order finding that the corporate existence of the corporation should be terminated but that liquidation of its business and affairs should precede the entry of an order of termination of corporate existence.B\n\nThe circuit court in the city or county named in subsection C shall have full power to liquidate the assets and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person, for good cause, with regard to any assets or business that may remain. The jurisdiction conferred by this clause may also be exercised by any such court in any city or county where any property may be situated whether of a domestic or a foreign corporation that ceased to exist.C\n\nVenue for a proceeding brought under this section lies in the city or county where the corporation’s principal office is or was last located, or, if none in the Commonwealth, where its registered office is or was last located.D\n\nIt is not necessary to make directors or members parties to a proceeding to be brought under this section unless relief is sought against them individually.E\n\nA court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.","order_by":null,"text":{"0":{"id":282342,"text":"The circuit court in any city or county described in subsection C may dissolve a corporation:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":282343,"text":"In a proceeding by a member or director if it is established that:\n\t\t\t\ta. The directors are deadlocked in the management of the corporate affairs and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights;\n\t\t\t\tb. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n\t\t\t\tc. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;\n\t\t\t\td. The corporate assets are being misapplied or wasted; or\n\t\t\t\te. The corporation is unable to carry out its purposes;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":282344,"text":"In a proceeding by a creditor if it is established that:\n\t\t\t\ta. The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or\n\t\t\t\tb. The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":282345,"text":"In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":282346,"text":"Upon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by members on the question of dissolution and that the continuation of the business of the corporation is not in the interest of the members but it is in their interest that the assets and business be liquidated; or","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":282347,"text":"When the Commission has instituted a proceeding for the involuntary termination of a corporate existence and entered an order finding that the corporate existence of the corporation should be terminated but that liquidation of its business and affairs should precede the entry of an order of termination of corporate existence.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":282348,"text":"The circuit court in the city or county named in subsection C shall have full power to liquidate the assets and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person, for good cause, with regard to any assets or business that may remain. The jurisdiction conferred by this clause may also be exercised by any such court in any city or county where any property may be situated whether of a domestic or a foreign corporation that ceased to exist.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"C"},"7":{"id":282349,"text":"Venue for a proceeding brought under this section lies in the city or county where the corporation’s principal office is or was last located, or, if none in the Commonwealth, where its registered office is or was last located.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"8":{"id":282350,"text":"It is not necessary to make directors or members parties to a proceeding to be brought under this section unless relief is sought against them individually.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"9":{"id":282351,"text":"A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.","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 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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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-909\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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 1975, chapter 500; 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\/"}],"refers_to":false,"permalink":{"id":147735,"object_type":"law","relational_id":78820,"identifier":"13.1-909","token":"13.1\/10\/13\/13.1-909","url":"\/13.1-909\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-909\/","token":"13.1\/10\/13\/13.1-909","dublin_core":{"Title":"Grounds for judicial dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-909","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The circuit<\/span> court<\/span> in any city or county described in subsection C may dissolve a corporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In a proceeding<\/span> by a member<\/span> or director<\/span> if it is established that:\n\t\t\t\ta. The directors<\/span> are deadlocked in the management of the corporate affairs and irreparable injury to the corporation<\/span> is threatened or being suffered, or the business and affairs of the corporation<\/span> can no longer be conducted to the advantage of the members<\/span> generally, because of the deadlock, and either that the members<\/span> are unable to break the deadlock or there are no members<\/span> having voting rights;\n\t\t\t\tb. The directors<\/span> or those in control of the corporation<\/span> have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n\t\t\t\tc. The members<\/span> are deadlocked in voting power<\/span> and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors<\/span> whose terms have expired;\n\t\t\t\td. The corporate assets<\/span> are being misapplied or wasted; or\n\t\t\t\te. The corporation<\/span> is unable to carry out its purposes; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In a proceeding<\/span> by a creditor<\/span> if it is established that:\n\t\t\t\ta. The creditor<\/span>’s claim has been reduced to judgment<\/span>, the execution on the judgment<\/span> returned unsatisfied and the corporation<\/span> is insolvent; or\n\t\t\t\tb. The corporation<\/span> has admitted in writing<\/span> that the creditor<\/span>’s claim is due and owing and the corporation<\/span> is insolvent; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In a proceeding<\/span> by the corporation<\/span> to have its voluntary dissolution continued under court<\/span> supervision; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Upon application by the board of directors<\/span> when it is established that circumstances make it impossible to obtain a representative vote by members<\/span> on the question of dissolution and that the continuation of the business of the corporation<\/span> is not in the interest<\/span> of the members<\/span> but it is in their interest<\/span> that the assets<\/span> and business be liquidated; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> When the Commission<\/span> has instituted a proceeding<\/span> for the involuntary termination of a corporate existence and entered an order<\/span> finding<\/span> that the corporate existence of the corporation<\/span> should be terminated but that liquidation<\/span> of its business and affairs should precede the entry of an order<\/span> of termination of corporate existence. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The circuit<\/span> court<\/span> in the city or county named in subsection C shall have full power to liquidate the assets<\/span> and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person<\/span>, for good cause, with regard to any assets<\/span> or business that may remain. The jurisdiction<\/span> conferred by this clause may also be exercised by any such court<\/span> in any city or county where any property may be situated whether of a domestic or a foreign corporation<\/span> that ceased to exist. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Venue<\/span> for a proceeding<\/span> brought under this section lies in the city or county where the corporation’s principal office<\/span> is or was last located, or, if none in the Commonwealth, where its registered office is or was last located. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> It is not necessary to make directors or members<\/span> parties to a proceeding<\/span> to be brought under this section unless relief is sought against them individually. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A court<\/span> in a proceeding<\/span> brought to dissolve a corporation may issue<\/span> injunctions<\/span>, appoint a receiver or custodian pendente lite<\/span> with such powers and duties as the court<\/span> may direct, take other action required to preserve the corporate assets<\/span> wherever located, and carry on the business of the corporation until a full hearing<\/span> can be held. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGROUNDS FOR JUDICIAL DISSOLUTION (\u00a7 13.1-909)\n\nA. The circuit court in any city or county described in subsection C may\ndissolve a corporation:\n\n 1. In a proceeding by a member or director if it is established that:\n \t\t\t\ta. The directors are deadlocked in the management of the corporate affairs\n and irreparable injury to the corporation is threatened or being suffered, or\n the business and affairs of the corporation can no longer be conducted to the\n advantage of the members generally, because of the deadlock, and either that\n the members are unable to break the deadlock or there are no members having\n voting rights;\n \t\t\t\tb. The directors or those in control of the corporation have acted, are\n acting, or will act in a manner that is illegal, oppressive, or fraudulent;\n \t\t\t\tc. The members are deadlocked in voting power and have failed, for a\n period that includes at least two consecutive annual meeting dates, to elect\n successors to directors whose terms have expired;\n \t\t\t\td. The corporate assets are being misapplied or wasted; or\n \t\t\t\te. The corporation is unable to carry out its purposes;\n\n 2. In a proceeding by a creditor if it is established that:\n \t\t\t\ta. The creditor’s claim has been reduced to judgment, the execution\n on the judgment returned unsatisfied and the corporation is insolvent; or\n \t\t\t\tb. The corporation has admitted in writing that the creditor’s claim\n is due and owing and the corporation is insolvent;\n\n 3. In a proceeding by the corporation to have its voluntary dissolution\n continued under court supervision;\n\n 4. Upon application by the board of directors when it is established that\n circumstances make it impossible to obtain a representative vote by members on\n the question of dissolution and that the continuation of the business of the\n corporation is not in the interest of the members but it is in their interest\n that the assets and business be liquidated; or\n\n 5. When the Commission has instituted a proceeding for the involuntary\n termination of a corporate existence and entered an order finding that the\n corporate existence of the corporation should be terminated but that\n liquidation of its business and affairs should precede the entry of an order\n of termination of corporate existence.\n\nB. The circuit court in the city or county named in subsection C shall have full\npower to liquidate the assets and business of the corporation at any time after\nthe termination of corporate existence, pursuant to the provisions of this\narticle upon the application of any person, for good cause, with regard to any\nassets or business that may remain. The jurisdiction conferred by this clause\nmay also be exercised by any such court in any city or county where any property\nmay be situated whether of a domestic or a foreign corporation that ceased to\nexist.\n\nC. Venue for a proceeding brought under this section lies in the city or county\nwhere the corporation’s principal office is or was last located, or, if\nnone in the Commonwealth, where its registered office is or was last located.\n\nD. It is not necessary to make directors or members parties to a proceeding to\nbe brought under this section unless relief is sought against them individually.\n\nE. A court in a proceeding brought to dissolve a corporation may issue\ninjunctions, appoint a receiver or custodian pendente lite with such powers and\nduties as the court may direct, take other action required to preserve the\ncorporate assets wherever located, and carry on the business of the corporation\nuntil a full hearing can be held.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-257, 13.1-260, 13.1-261; 1956, c. 428; 1975, c.\n500; 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}}