                                 CODE OF VIRGINIA

GROUNDS FOR JUDICIAL DISSOLUTION (§ 13.1-909)

A. The circuit court in any city or county described in subsection C may
dissolve a corporation:

   1. In a proceeding by a member or director if it is established that:
   				a. The directors are deadlocked in the management of the corporate affairs
   and irreparable injury to the corporation is threatened or being suffered, or
   the business and affairs of the corporation can no longer be conducted to the
   advantage of the members generally, because of the deadlock, and either that
   the members are unable to break the deadlock or there are no members having
   voting rights;
   				b. The directors or those in control of the corporation have acted, are
   acting, or will act in a manner that is illegal, oppressive, or fraudulent;
   				c. The members are deadlocked in voting power and have failed, for a
   period that includes at least two consecutive annual meeting dates, to elect
   successors to directors whose terms have expired;
   				d. The corporate assets are being misapplied or wasted; or
   				e. The corporation is unable to carry out its purposes;

   2. In a proceeding by a creditor if it is established that:
   				a. The creditor&#8217;s claim has been reduced to judgment, the execution
   on the judgment returned unsatisfied and the corporation is insolvent; or
   				b. The corporation has admitted in writing that the creditor&#8217;s claim
   is due and owing and the corporation is insolvent;

   3. In a proceeding by the corporation to have its voluntary dissolution
   continued under court supervision;

   4. Upon application by the board of directors when it is established that
   circumstances make it impossible to obtain a representative vote by members on
   the question of dissolution and that the continuation of the business of the
   corporation is not in the interest of the members but it is in their interest
   that the assets and business be liquidated; or

   5. When the Commission has instituted a proceeding for the involuntary
   termination of a corporate existence and entered an order finding that the
   corporate existence of the corporation should be terminated but that
   liquidation of its business and affairs should precede the entry of an order
   of termination of corporate existence.

B. The circuit court in the city or county named in subsection C shall have full
power to liquidate the assets and business of the corporation at any time after
the termination of corporate existence, pursuant to the provisions of this
article upon the application of any person, for good cause, with regard to any
assets or business that may remain. The jurisdiction conferred by this clause
may also be exercised by any such court in any city or county where any property
may be situated whether of a domestic or a foreign corporation that ceased to
exist.

C. Venue for a proceeding brought under this section lies in the city or county
where the corporation&#8217;s principal office is or was last located, or, if
none in the Commonwealth, where its registered office is or was last located.

D. It is not necessary to make directors or members parties to a proceeding to
be brought under this section unless relief is sought against them individually.

E. A court in a proceeding brought to dissolve a corporation may issue
injunctions, appoint a receiver or custodian pendente lite with such powers and
duties as the court may direct, take other action required to preserve the
corporate assets wherever located, and carry on the business of the corporation
until a full hearing can be held.

HISTORY: Code 1950, §§ 13.1-257, 13.1-260, 13.1-261; 1956, c. 428; 1975, c.
500; 1985, c. 522; 2007, c. 925.