                                 CODE OF VIRGINIA

EFFECT OF DISSOLUTION (§ 13.1-745)

A. A dissolved corporation continues its corporate existence but may not carry
on any business except that appropriate to wind up and liquidate its business
and affairs, including:

   1. Collecting its assets;

   2. Disposing of its properties that will not be distributed in kind to its
   shareholders;

   3. Discharging or making provision for discharging its liabilities;

   4. Making distributions of its remaining assets among its shareholders
   according to their interests; and

   5. Doing every other act necessary to wind up and liquidate its business and
   affairs.

B. Dissolution of a corporation does not:

   1. Transfer title to the corporation&#8217;s property;

   2. Prevent transfer of its shares or securities, although the authorization to
   dissolve may provide for closing the corporation&#8217;s share transfer
   records;

   3. Subject its directors to standards of conduct different from those
   prescribed in Article 9 (&#xA7; 13.1-673 et seq.);

   4. Change (i) quorum or voting requirements for its board of directors or
   shareholders; (ii) provisions for selection, resignation, or removal of its
   directors or officers; or (iii) provisions for amending its bylaws;

   5. Prevent commencement of a proceeding by or against the corporation in its
   corporate name;

   6. Abate or suspend a proceeding pending by or against the corporation on the
   effective date of dissolution; or

   7. Terminate the authority of the registered agent of the corporation.

C. A distribution in liquidation under this section may only be made by a
dissolved corporation. For purposes of determining the shareholders entitled to
receive a distribution in liquidation, the board of directors may fix a future
date as a record date. If the board of directors does not fix a record date for
the determination, the record date is the date the board of directors authorizes
the distribution.

HISTORY: Code 1950, §§ 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522; 2019, c.
734.