                                 CODE OF VIRGINIA

ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (§ 13.1-750)

A. When a corporation has distributed all of its assets to its creditors and
shareholders and voluntary dissolution proceedings have not been revoked, it
shall deliver to the Commission for filing articles of termination of corporate
existence. The articles shall set forth:

   1. The name of the corporation;

   2. That all the assets of the corporation have been distributed to its
   creditors and shareholders; and

   3. That the dissolution of the corporation has not been revoked.

B. With the articles of termination of corporate existence, the corporation
shall file a statement certifying that the corporation has filed returns and has
paid all state taxes to the time of the statement. In contemplation of
submitting the required statement, the corporation may file returns and pay
taxes before such returns and taxes would otherwise be due.

C. If the Commission finds that the articles of termination of corporate
existence comply with the requirements of law and that all required fees have
been paid, it shall by order issue a certificate of termination of corporate
existence. When the certificate is effective, the existence of the corporation
shall cease, except for the purpose of suits, other proceedings and appropriate
corporate action by shareholders, directors and officers as provided in this
chapter.

D. The statement &#8220;that all the assets of the corporation have been
distributed to its creditors and shareholders&#8221; means that the corporation
has divested itself of all its assets by the payment of claims or liquidating
dividends or by assignment to a trustee or trustees for the benefit of claimants
or shareholders. If any shareholder, certificate holder, member, bondholder, or
other security holder, or a participating patron of a cooperative who is
entitled to a share in the distribution of the assets cannot be found, the
corporation may thereupon, and without awaiting the one year mentioned in &#xA7;
55.1-2513, pay such person&#8217;s share to the State Treasurer as abandoned
property on complying with all applicable requirements of &#xA7; 55.1-2524
except subdivision B 4.

HISTORY: Code 1950, § 13.1-89; 1956, c. 428; 1966, c. 343; 1975, c. 500; 1985,
c. 522; 1994, c. 291; 2004, c. 162; 2005, c. 765; 2019, c. 734.