                                 CODE OF VIRGINIA

REVOCATION OF DISSOLUTION (§ 13.1-905)

A. A corporation may revoke its dissolution at any time prior to the effective
date of its certificate of termination of corporate existence.

B. Revocation of dissolution shall be authorized in the same manner as the
dissolution was authorized unless, where members have votes, that authorization
permitted revocation by action by the board of directors alone, in which event
the board of directors may revoke the dissolution without member action.

C. After the revocation of dissolution is authorized, the corporation may revoke
the dissolution by filing with the Commission articles of revocation of
dissolution that set forth:

   1. The name of the corporation;

   2. The effective date of the dissolution that was revoked;

   3. The date that the revocation of dissolution was authorized;

   4. If the corporation&#8217;s board of directors revoked a dissolution
   authorized by the members, a statement that revocation was permitted by action
   by the board of directors alone pursuant to that authorization; and

   5. If member action was required to revoke the dissolution, the information
   required by subdivision 3 of subsection A of &#xA7; 13.1-904.

D. If the Commission finds that the articles of revocation of dissolution comply
with the requirements of law and that all required fees have been paid, it shall
issue a certificate of revocation of dissolution.

E. When the revocation of dissolution is effective, it relates back to and takes
effect as of the effective date of the dissolution and the corporation resumes
carrying on its business as if dissolution had never occurred.

HISTORY: Code 1950, § 13.1-251; 1956, c. 428; 1985, c. 522.