                                 CODE OF VIRGINIA

INVOLUNTARY TERMINATION OF CORPORATE EXISTENCE (§ 13.1-753)

A. The corporate existence of a corporation may be terminated involuntarily by
order of the Commission when it finds that the corporation (i) has continued to
exceed or abuse the authority conferred upon it by law; (ii) has failed to
maintain a registered office or a registered agent in this Commonwealth as
required by law; (iii) has failed to file any document required by this chapter
to be filed with the Commission; or (iv) has been convicted for a violation of 8
U.S.C. &#xA7; 1324a(f), as amended, for actions of its officers and directors
constituting a pattern or practice of employing unauthorized aliens in the
Commonwealth. Upon termination, the properties and affairs of the corporation
shall pass automatically to its directors as trustees in liquidation. The
trustees then shall proceed to collect the assets of the corporation; sell,
convey and dispose of such of its properties as are not to be distributed in
kind to its shareholders; pay, satisfy and discharge its liabilities and
obligations; and 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. A corporation whose existence is terminated pursuant to clause
(iv) shall not be eligible for reinstatement for a period of not less than one
year.

B. Any corporation convicted of the offense listed in clause (iv) of subsection
A shall immediately report such conviction to the Commission and file with the
Commission an authenticated copy of the judgment or record of conviction.

C. Before entering any such order the Commission shall issue a rule against the
corporation giving it an opportunity to be heard and show cause why such an
order should not be entered. The Commission may issue the rule on its own motion
or on motion of the Attorney General.

HISTORY: Code 1950, § 13.1-93; 1956, c. 428; 1958, c. 506; 1968, c. 116; 1975,
cc. 88, 500; 1985, c. 522; 1991, c. 310; 2008, cc. 588, 770.