                                 CODE OF VIRGINIA

ARTICLES OF DISSOLUTION (§ 13.1-743)

A. At any time after dissolution is authorized, the corporation may dissolve by
delivering to the Commission for filing articles of dissolution setting forth:

   1. The name of the corporation;

   2. The date that dissolution was authorized;

   3. Either (i) a statement that dissolution was authorized by unanimous consent
   of the shareholders, or (ii) a statement that the proposed dissolution was
   submitted to the shareholders by the board of directors and was approved by
   the shareholders in the manner required by this article and the articles of
   incorporation.

B. If the Commission finds that the articles of dissolution comply with the
requirements of law and that the corporation has paid all fees and taxes, and
delinquencies thereof, imposed by laws administered by the Commission, it shall
issue a certificate of dissolution.

C. A corporation is dissolved upon the effective date of the certificate of
dissolution.

D. For purposes of &#xA7;&#xA7; 13.1-742 through 13.1-746.2, &#8220;dissolved
corporation&#8221; means a corporation whose articles of dissolution have become
effective and includes a successor entity to which the remaining assets of the
corporation are transferred subject to its liabilities for purposes of
liquidation.

HISTORY: Code 1950, §§ 13.1-80 to 13.1-82, 13.1-87, 13.1-88, 13.1-90; 1956, c.
428; 1975, c. 500; 1985, cc. 522, 528; 2005, c. 765; 2019, c. 734.