                                 CODE OF VIRGINIA

EFFECT OF DISSOLUTION (§ 13.1-906)

A. A dissolved corporation continues its corporate existence but may not
transact any business except that appropriate to wind up and liquidate its
business and affairs, including:

   1. Collecting its assets;

   2. Disposing of its properties;

   3. Discharging or making provision for discharging its liabilities;

   4. Distributing its remaining property; and

   5. Doing every other act necessary to wind up and liquidate its business and
   affairs.

B. Dissolution of a corporation does not:

   1. Transfer title to the corporation&#8217;s property;

   2. Subject its directors to standards of conduct different from those
   prescribed in &#xA7; 13.1-870;

   3. Change quorum or voting requirements for its board of directors or members;
   change provisions for selection, resignation, or removal of its directors or
   officers; or change provisions for amending its bylaws;

   4. Prevent commencement of a proceeding by or against the corporation in its
   corporate name;

   5. Abate or suspend a proceeding pending by or against the corporation on the
   effective date of dissolution; or

   6. Terminate the authority of the registered agent of the corporation.

HISTORY: 1985, c. 522; 2007, c. 925.