                                 CODE OF VIRGINIA

ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (§ 13.1-912)

A. When a corporation has distributed all of its assets and voluntary
dissolution proceedings have not been revoked, it shall file articles of
termination of corporate existence with the Commission. The articles shall set
forth:

   1. The name of the corporation;

   2. That all the assets of the corporation have been distributed; and

   3. That the dissolution of the corporation has not been revoked.

B. If the Commission finds that the articles of termination of corporate
existence comply with the requirements of law and that all required fees have
been paid, it shall by order issue a certificate of termination of corporate
existence. Upon the issuance of such certificate, the existence of the
corporation shall cease, except for the purpose of suits, other proceedings and
appropriate corporate action by members, directors and officers as provided in
this Act.

C. The statement &#8220;that all the assets of the corporation have been
distributed&#8221; means that the corporation has divested itself of all its
assets by the payment of claims or by assignment to a trustee or trustees as
directed by &#xA7; 13.1-907. If any certificate holder, member, bondholder, or
other security holder, or a participating patron of a cooperative who is
entitled to a share in the distribution of the assets cannot be found, the
corporation may thereupon, and without awaiting the one year mentioned in &#xA7;
55.1-2513, pay such person&#8217;s share to the State Treasurer as abandoned
property on complying with all applicable requirements of &#xA7; 55.1-2524
except subdivision B 4 of that section.

HISTORY: 1985, c. 522; 1986, c. 529; 2004, c. 162; 2007, c. 925.