                                 CODE OF VIRGINIA

REINSTATEMENT OF A CORPORATION THAT HAS CEASED TO EXIST (§ 13.1-916)

A. A corporation that has ceased to exist pursuant to this article may apply to
the Commission for reinstatement within five years thereafter unless the
corporate existence was terminated by order of the Commission (i) upon a finding
that the corporation has continued to exceed or abuse the authority conferred
upon it by law or (ii) entered pursuant to &#xA7; 13.1-911 and the circuit
court&#8217;s decree directing dissolution contains no provision of
reinstatement of corporate existence.

B. To have its corporate existence reinstated, the corporation shall provide the
Commission with the following:

   1. An application for reinstatement, which shall include the identification
   number issued by the Commission to the corporation, and which may be in the
   form of a letter signed by an officer or director of the corporation, or which
   may be by affidavit signed by an agent of any member&#8217;s interests stating
   that after diligent search by such agent, no officer or director can be found;

   2. A reinstatement fee of $10;

   3. All annual registration fees and penalties that were due before the
   corporation ceased to exist and that would have been assessed or imposed to
   the date of reinstatement if the corporation&#8217;s existence had not been
   terminated;

   4. An annual report for the calendar year that corresponds to the calendar
   year of the latest annual registration fee that was assessed or that would
   have been assessed to the date of reinstatement;

   5. If the name of the corporation does not comply with the provisions of
   &#xA7; 13.1-829 at the time of reinstatement, articles of amendment to the
   articles of incorporation to change the corporation&#8217;s name to a name
   that satisfies the provisions of &#xA7; 13.1-829, with the fee required by
   this chapter for the filing of articles of amendment; and

   6. If the corporation&#8217;s registered agent has filed a statement of
   resignation and a new registered agent has not been appointed, a statement of
   change pursuant to &#xA7; 13.1-834.

C. If the corporation complies with the provisions of this section, the
Commission shall enter an order of reinstatement of corporate existence. Upon
entry of the order of reinstatement, the corporate existence shall be deemed to
have continued from the date of termination as if termination had never
occurred, and any liability incurred by the corporation or a director, officer,
or other agent after the termination and before the reinstatement is determined
as if the termination of the corporation&#8217;s existence had never occurred.

HISTORY: Code 1950, § 13.1-255; 1956, c. 428; 1958, c. 564; 1976, c. 350; 1985,
c. 522; 1986, c. 234; 1988, c. 405; 2004, c. 601; 2005, c. 379; 2006, c. 663;
2007, c. 925; 2015, c. 623.