                                 CODE OF VIRGINIA

KNOWN CLAIMS AGAINST DISSOLVED CORPORATION (§ 13.1-746)

A. A dissolved corporation may dispose of the known claims against it by
following the procedure described in this section.

B. The dissolved corporation shall deliver to each of its known claimants
written notice of the dissolution at any time after its effective date. The
written notice shall:

   1. Provide a reasonable description of the claim that the claimant may be
   entitled to assert;

   2. State whether the claim is admitted, or not admitted, and if admitted (i)
   the amount that is admitted, which may be as of a given date, and (ii) any
   interest obligation if fixed by an instrument of indebtedness;

   3. Provide a mailing address where a claim may be delivered;

   4. State the claim deadline, which may not be fewer than 120 days from the
   effective date of the written notice, by which written confirmation of the
   claim must be delivered to the dissolved corporation, and if the
   claimant&#8217;s claim is not admitted, the proceeding deadline, which may not
   be fewer than 180 days from the effective date of the written notice, by which
   the claimant must commence a proceeding to enforce the claim; and

   5. State that the claim will be barred if written confirmation of the claim is
   not delivered by the claim deadline, or, if the claim is not admitted, if the
   claimant does not commence a proceeding to enforce the claim by the proceeding
   deadline.

C. A claim against the dissolved corporation is barred to the extent that it is
not admitted:

   1. If the dissolved corporation delivered written notice to the claimant in
   accordance with subsection B and the claimant does not deliver written
   confirmation of the claim to the dissolved corporation by the claim deadline;
   or

   2. If the dissolved corporation delivered written notice to the claimant that
   the claimant&#8217;s claim is not admitted, in whole or in part, and the
   claimant does not commence a proceeding to enforce the claim by the proceeding
   deadline.

D. For purposes of this section, &#8220;claim&#8221; does not include (i) a
contingent liability or a claim based on an event occurring after the effective
date of dissolution or (ii) a liability or claim the ultimate maturity of which
is more than 60 days after the delivery of written notice to the claimant
pursuant to subsection B. Nothing in this section shall prevent acceleration of
liability for an unmatured claim or liability by operation of the agreement
under which it was created or exercise of any discretionary right of the
claimant thereunder.

E. If a liability exists but the full extent of any damages is not or may not be
ascertainable, and a proceeding to enforce the claim is commenced pursuant to
subdivision C 2, the claimant may amend the pleadings after filing to include
any damages that occurred or are alleged to have occurred after filing, and the
court having jurisdiction of such claim may continue such proceeding during its
pendency if it appears that further damages are or may be still occurring.

HISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2008, c. 91; 2019, c. 734.