{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-913.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-913.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-913.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-913.html"}],"law_id":58502,"edition_id":1,"section_id":58502,"structure_id":13830,"section_number":"13.1-913","catch_line":"Termination of corporate existence by incorporators or initial directors","history":"1985, c. 522; 1986, c. 234; 2007, c. 925.","full_text":"A majority of the initial directors or, if initial directors were not named in the articles of incorporation and have not been elected, the incorporators of a corporation that has not commenced business may dissolve the corporation and terminate its corporate existence by filing with the Commission articles of termination of corporate existence that set forth:\n\n1\n\nThe name of the corporation;2\n\nThat the corporation has not commenced business;3\n\nThat no debt of the corporation remains unpaid;4\n\nThat the net assets of the corporation remaining after winding up have been distributed; and5\n\nThat a majority of the initial directors authorized the dissolution or that initial directors were not named in the articles of incorporation and have not been elected and a majority of the incorporators authorized the dissolution.","order_by":null,"text":{"0":{"id":214410,"text":"A majority of the initial directors or, if initial directors were not named in the articles of incorporation and have not been elected, the incorporators of a corporation that has not commenced business may dissolve the corporation and terminate its corporate existence by filing with the Commission articles of termination of corporate existence that set forth:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":214411,"text":"The name of the corporation;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":214412,"text":"That the corporation has not commenced business;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":214413,"text":"That no debt of the corporation remains unpaid;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":214414,"text":"That the net assets of the corporation remaining after winding up have been distributed; and","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":214415,"text":"That a majority of the initial directors authorized the dissolution or that initial directors were not named in the articles of incorporation and have not been elected and a majority of the incorporators authorized the dissolution.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4"}},"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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-913\/","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 2 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 234; in 2007, chapter 925<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":147751,"object_type":"law","relational_id":58502,"identifier":"13.1-913","token":"13.1\/10\/13\/13.1-913","url":"\/13.1-913\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-913\/","token":"13.1\/10\/13\/13.1-913","dublin_core":{"Title":"Termination of corporate existence by incorporators or initial directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-913","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A majority of the initial directors<\/span> or, if initial directors<\/span> were not named in the articles of incorporation<\/span> and have not been elected, the incorporators of a corporation<\/span> that has not commenced business may dissolve the corporation<\/span> and terminate its corporate existence by filing with the Commission<\/span> articles of termination of corporate existence that set forth:<\/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 the corporation<\/span> has not commenced business; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That no debt of the corporation<\/span> remains unpaid; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That the net assets<\/span> of the corporation<\/span> remaining after winding up have been distributed; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> That a majority of the initial directors<\/span> authorized the dissolution or that initial directors<\/span> were not named in the articles of incorporation<\/span> and have not been elected and a majority of the incorporators authorized the dissolution. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTERMINATION OF CORPORATE EXISTENCE BY INCORPORATORS OR INITIAL DIRECTORS (\u00a7\n13.1-913)\n\nA majority of the initial directors or, if initial directors were not named in\nthe articles of incorporation and have not been elected, the incorporators of a\ncorporation that has not commenced business may dissolve the corporation and\nterminate its corporate existence by filing with the Commission articles of\ntermination of corporate existence that set forth:\n\n1. The name of the corporation;\n\n2. That the corporation has not commenced business;\n\n3. That no debt of the corporation remains unpaid;\n\n4. That the net assets of the corporation remaining after winding up have been\ndistributed; and\n\n5. That a majority of the initial directors authorized the dissolution or that\ninitial directors were not named in the articles of incorporation and have not\nbeen elected and a majority of the incorporators authorized the dissolution.\n\nHISTORY: 1985, c. 522; 1986, c. 234; 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}}