                                 CODE OF VIRGINIA

DISTRIBUTION AND PLAN OF DISTRIBUTION OF ASSETS (§ 13.1-907)

A. The assets of a corporation in the process of dissolution shall be applied
and distributed as follows:

   1. All liabilities and obligations of the corporation shall be paid, satisfied
   and discharged, or adequate provision shall be made therefor;

   2. Assets held by the corporation upon condition requiring return, transfer or
   conveyance, which condition occurs by reason of the dissolution, shall be
   returned, transferred or conveyed in accordance with such requirements;

   3. Assets received and held by the corporation subject to limitations
   permitting their use only for charitable, religious, eleemosynary, benevolent,
   educational or similar purposes, but not held upon a condition requiring
   return, transfer or conveyance by reason of the dissolution, shall be
   transferred or conveyed to one or more domestic or foreign corporations,
   societies or organizations engaged in activities substantially similar to
   those of the dissolving corporation, pursuant to a plan of distribution
   adopted as provided in this Act or as a court may direct;

   4. Other assets, if any, shall be distributed in accordance with the
   provisions of the articles of incorporation or the bylaws to the extent that
   the articles of incorporation or bylaws determine the distributive rights of
   members, or any class or classes of members, or provide for distribution to
   others;

   5. Any remaining assets may be distributed to such persons, societies,
   organizations or domestic or foreign corporations, whether issuing shares or
   not, as may be specified in a plan of distribution adopted as provided in this
   Act or as a court may direct.

B. A plan providing for the distribution of assets, not inconsistent with the
provisions of this Act, may be adopted by a corporation in the process of
dissolution and shall be adopted by a corporation for the purpose of authorizing
any transfer or conveyance of assets for which this Act requires a plan of
distribution. A plan shall be adopted in accordance with the procedures
established in &#xA7; 13.1-902 or 13.1-903, as the case may be.

HISTORY: Code 1950, §§ 13-237, 13.1-249, 13.1-250; 1956, c. 428; 1985, c. 522;
2007, c. 925.