                                 CODE OF VIRGINIA

GROUNDS FOR JUDICIAL DISSOLUTION (§ 13.1-747)

A. The circuit court in any city or county described in subsection C may
dissolve a corporation:

   1. In a proceeding by a shareholder of a corporation that is not a public
   corporation if it is established that:
   				a. The directors are deadlocked in the management of the corporate
   affairs, the shareholders are unable to break the deadlock, and irreparable
   injury to the corporation is threatened or being suffered, or the business and
   affairs of the corporation can no longer be conducted to the advantage of the
   shareholders generally, because of the deadlock;
   				b. The directors or those in control of the corporation have acted, are
   acting, or will act in a manner that is illegal, oppressive, or fraudulent;
   				c. The shareholders are deadlocked in voting power and have failed, for a
   period that includes at least two consecutive annual meeting dates, to elect
   successors to directors whose terms have expired; or
   				d. The corporate assets are being misapplied or wasted;

   2. In a proceeding by a creditor if it is established that:
   				a. The creditor&#8217;s claim has been reduced to judgment, the execution
   on the judgment returned unsatisfied, and the corporation is insolvent; or
   				b. The corporation has admitted in writing that the creditor&#8217;s claim
   is due and owing and the corporation is insolvent;

   3. In a proceeding by the corporation to have its voluntary dissolution
   continued under court supervision;

   4. In a proceeding by a shareholder if the corporation has abandoned its
   business and has failed within a reasonable time to liquidate and distribute
   its assets and terminate its corporate existence;

   5. Upon application by the board of directors when it is established that
   circumstances make it impossible to obtain a representative vote by
   shareholders on the question of dissolution and that the continuation of the
   business of the corporation is not in the interest of the shareholders but it
   is in their interest that the assets and business be liquidated; or

   6. When the Commission has instituted a proceeding for the involuntary
   termination of corporate existence and entered an order finding that the
   corporate existence of the corporation should be terminated but that
   liquidation of its business and affairs should precede the entry of an order
   of termination of corporate existence.

B. The circuit court in the city or county named in subsection C shall have full
power to liquidate the assets and business of the corporation at any time after
the termination of corporate existence, pursuant to the provisions of this
article upon the application of any person, for good cause, with regard to any
assets or business that may remain. The jurisdiction conferred by this clause
may also be exercised by any such court in any city or county where any property
may be situated whether of a domestic or a foreign corporation that ceased to
exist.

C. Venue for a proceeding brought under this section lies in the city or county
where the corporation&#8217;s principal office is or was located, or, if none in
the Commonwealth, where its registered office is or was last located.

D. It is not necessary to make directors or shareholders parties to a proceeding
to be brought under this section unless relief is sought against them
individually.

E. A court in a proceeding brought to dissolve a corporation may issue
injunctions, appoint a receiver or custodian pendente lite with such powers and
duties as the court may direct, take other action required to preserve the
corporate assets wherever located, and carry on the business of the corporation
until a full hearing can be held.

F. Within 15 days of the commencement of a proceeding to dissolve a corporation
under subdivision A 1, the corporation shall deliver to all shareholders, other
than the petitioner, a notice stating that the corporation and the shareholders
are entitled to avoid the dissolution of the corporation by electing to purchase
the petitioner&#8217;s shares under &#xA7; 13.1-749.1 and accompanied by a copy
of that section.

HISTORY: Code 1950, § 13.1-94; 1956, c. 428; 1959, Ex. Sess., c. 57; 1968, c.
112; 1985, c. 522; 2005, c. 765; 2007, c. 165; 2019, c. 734.