{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-912.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-912.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-912.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-912.html"}],"law_id":76479,"edition_id":1,"section_id":76479,"structure_id":13830,"section_number":"13.1-912","catch_line":"Articles of termination of corporate existence","history":"1985, c. 522; 1986, c. 529; 2004, c. 162; 2007, c. 925.","full_text":"A\n\nWhen a corporation has distributed all of its assets and voluntary dissolution proceedings have not been revoked, it shall file articles of termination of corporate existence with the Commission. The articles shall set forth:1\n\nThe name of the corporation;2\n\nThat all the assets of the corporation have been distributed; and3\n\nThat the dissolution of the corporation has not been revoked.B\n\nIf the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence. Upon the issuance of such certificate, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this Act.C\n\nThe statement “that all the assets of the corporation have been distributed” means that the corporation has divested itself of all its assets by the payment of claims or by assignment to a trustee or trustees as directed by § 13.1-907. If any certificate holder, member, bondholder, or other security holder, or a participating patron of a cooperative who is entitled to a share in the distribution of the assets cannot be found, the corporation may thereupon, and without awaiting the one year mentioned in § 55.1-2513, pay such person’s share to the State Treasurer as abandoned property on complying with all applicable requirements of § 55.1-2524 except subdivision B 4 of that section.","order_by":null,"text":{"0":{"id":274531,"text":"When a corporation has distributed all of its assets and voluntary dissolution proceedings have not been revoked, it shall file articles of termination of corporate existence with the Commission. The articles shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":274532,"text":"The name of the corporation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":274533,"text":"That all the assets of the corporation have been distributed; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":274534,"text":"That the dissolution of the corporation has not been revoked.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":274535,"text":"If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence. Upon the issuance of such certificate, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this Act.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":274536,"text":"The statement “that all the assets of the corporation have been distributed” means that the corporation has divested itself of all its assets by the payment of claims or by assignment to a trustee or trustees as directed by § 13.1-907. If any certificate holder, member, bondholder, or other security holder, or a participating patron of a cooperative who is entitled to a share in the distribution of the assets cannot be found, the corporation may thereupon, and without awaiting the one year mentioned in § 55.1-2513, pay such person’s share to the State Treasurer as abandoned property on complying with all applicable requirements of § 55.1-2524 except subdivision B 4 of that section.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-912\/","history_text":"

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 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 1986, chapter 529; in 2004, chapter 162<\/a>; in 2007, chapter 925<\/a>.<\/p>","references":false,"refers_to":[{"id":65762,"section_number":"13.1-907","catch_line":"Distribution and plan of distribution of assets","order_by":null,"url":"\/13.1-907\/"},{"id":56945,"section_number":"55.1-2513","catch_line":"Property of business associations held in course of dissolution","order_by":null,"url":"\/55.1-2513\/"},{"id":53937,"section_number":"55.1-2524","catch_line":"Report and remittance to be made by holder of funds or property presumed abandoned; holder to exercise due diligence to locate owner","order_by":null,"url":"\/55.1-2524\/"}],"permalink":{"id":147747,"object_type":"law","relational_id":76479,"identifier":"13.1-912","token":"13.1\/10\/13\/13.1-912","url":"\/13.1-912\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-912\/","token":"13.1\/10\/13\/13.1-912","dublin_core":{"Title":"Articles of termination of corporate existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-912","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a corporation<\/span> has distributed all of its assets<\/span> and voluntary dissolution proceedings<\/span> have not been revoked, it shall file articles of termination of corporate existence with the Commission<\/span>. The articles shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> That all the assets of the corporation have been distributed<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the dissolution of the corporation has not been revoked. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of termination of corporate existence comply with the requirements of law<\/span> and that all required fees have been paid, it shall by order<\/span> issue<\/span> a certificate of termination of corporate existence. Upon the issuance of such certificate, the existence of the corporation shall cease, except for the purpose of suits, other proceedings<\/span> and appropriate corporate action by members<\/span>, directors<\/span> and officers as provided in this Act. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The statement “that all the assets of the corporation have been distributed<\/span>” means that the corporation has divested itself of all its assets by the payment of claims or by assignment to a trustee or trustees as directed by § 13.1-907<\/a>. If any certificate holder, member<\/span>, bondholder, or other security holder, or a participating patron of a cooperative who is entitled to a share in the distribution of the assets cannot be found, the corporation may thereupon, and without awaiting the one year mentioned in § 55.1-2513<\/a>, pay such person<\/span>’s share to the State<\/span> Treasurer as abandoned property on complying with all applicable requirements of § 55.1-2524<\/a> except subdivision B 4 of that section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF TERMINATION OF CORPORATE EXISTENCE (\u00a7 13.1-912)\n\nA. When a corporation has distributed all of its assets and voluntary\ndissolution proceedings have not been revoked, it shall file articles of\ntermination of corporate existence with the Commission. The articles shall set\nforth:\n\n 1. The name of the corporation;\n\n 2. That all the assets of the corporation have been distributed; and\n\n 3. That the dissolution of the corporation has not been revoked.\n\nB. If the Commission finds that the articles of termination of corporate\nexistence comply with the requirements of law and that all required fees have\nbeen paid, it shall by order issue a certificate of termination of corporate\nexistence. Upon the issuance of such certificate, the existence of the\ncorporation shall cease, except for the purpose of suits, other proceedings and\nappropriate corporate action by members, directors and officers as provided in\nthis Act.\n\nC. The statement “that all the assets of the corporation have been\ndistributed” means that the corporation has divested itself of all its\nassets by the payment of claims or by assignment to a trustee or trustees as\ndirected by § 13.1-907. If any certificate holder, member, bondholder, or\nother security holder, or a participating patron of a cooperative who is\nentitled to a share in the distribution of the assets cannot be found, the\ncorporation may thereupon, and without awaiting the one year mentioned in §\n55.1-2513, pay such person’s share to the State Treasurer as abandoned\nproperty on complying with all applicable requirements of § 55.1-2524\nexcept subdivision B 4 of that section.\n\nHISTORY: 1985, c. 522; 1986, c. 529; 2004, c. 162; 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}}