                                 CODE OF VIRGINIA

AUTOMATIC TERMINATION OF CORPORATE EXISTENCE (§ 13.1-752)

A. If any domestic corporation fails to file its annual report or pay its annual
registration fee in a timely manner as required by this chapter, the Commission
shall mail to each such corporation a notice of the impending termination of its
corporate existence. Whether or not such notice is mailed, if any corporation
fails to file its annual report or pay its annual registration fee on or before
the last day of the fourth month immediately following its annual report or
annual registration fee due date each year, the corporate existence of the
corporation shall be automatically terminated as of that day.

B. If any domestic corporation whose registered agent has filed with the
Commission a statement of resignation pursuant to &#xA7; 13.1-636 fails to file
a statement of change pursuant to &#xA7; 13.1-635 within 31 days after the date
on which the statement of resignation was filed, the Commission shall mail
notice to the corporation of the impending termination of its corporate
existence. If the corporation fails to file the statement of change before the
last day of the second month immediately following the month in which the
impending termination notice was mailed, the corporate existence of the
corporation shall be automatically terminated as of that day.

C. The properties and affairs of a corporation whose corporate existence has
been terminated pursuant to this section shall pass automatically to its
directors as trustees in liquidation. The trustees shall then proceed to (i)
collect the assets of the corporation, (ii) sell, convey, and dispose of such of
its properties that are not to be distributed in kind to its shareholders, (iii)
pay, satisfy, and discharge its liabilities and obligations, and (iv) do all
other acts required to liquidate its business and affairs. After paying or
adequately providing for the payment of all its obligations, the trustees shall
distribute the remainder of its assets, either in cash or in kind, among its
shareholders according to their respective rights and interests.

D. No officer, director, or agent of a corporation shall have any personal
obligation for any of the liabilities of the corporation whether such
liabilities arise in contract, tort, or otherwise, solely by reason of the
termination of the corporation&#8217;s existence pursuant to this section.

HISTORY: Code 1950, § 13.1-91; 1956, c. 428; 1970, c. 4; 1974, c. 72; 1975, c.
500; 1985, cc. 522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216;
2000, c. 52; 2005, c. 765; 2010, c. 753.