                                 CODE OF VIRGINIA

ARTICLES OF DISSOLUTION (§ 13.1-904)

A. At any time after dissolution is approved, the corporation may dissolve by
filing with the Commission articles of dissolution setting forth:

   1. The name of the corporation.

   2. The date dissolution was authorized.

   3. Where there are members having voting rights, either (i) a statement that
   dissolution was authorized by unanimous consent of the members, or (ii) a
   statement that the proposed dissolution was submitted to the members by the
   board of directors in accordance with this article and a statement of (a) the
   existence of a quorum of each voting group entitled to vote separately on
   dissolution and (b) either the total number of votes cast for and against
   dissolution by each voting group entitled to vote separately on dissolution or
   the total number of undisputed votes cast for dissolution separately by each
   voting group and a statement that the number cast for dissolution by each
   voting group was sufficient for approval by that voting group.

   4. Where there are no members, or no members having voting rights, then a
   statement of that fact, the date of the meeting of the board of directors at
   which the dissolution was authorized and a statement of the fact that
   dissolution was authorized by the vote of a majority of the directors in
   office.

B. If the Commission finds that the articles of dissolution comply with the
requirements of law and that the corporation has paid all required fees and
taxes imposed by laws administered by the Commission, it shall issue a
certificate of dissolution.

C. A corporation is dissolved upon the effective date of the certificate of
dissolution.

D. For purposes of &#xA7;&#xA7; 13.1-902 through 13.1-908.2, &#8220;dissolved
corporation&#8221; means a corporation whose articles of dissolution have become
effective; the term includes a successor entity to which the remaining assets of
the corporation are transferred subject to its liabilities for purposes of
liquidation.

HISTORY: Code 1950, §§ 13.1-252, 13.1-253; 1956, c. 428; 1974, c. 452; 1975,
c. 500; 1985, c. 522; 2003, c. 596; 2007, c. 925.