Virginia Code 13.1-743: Articles of dissolution.
A. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Commission for filing articles of dissolution setting forth:
Terms Used In Virginia Code 13.1-743
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
- Includes: means includes, but not limited to. See Virginia Code 1-218
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
1. The name of the corporation;
2. The date that dissolution was authorized;
3. Either (i) a statement that dissolution was authorized by unanimous consent of the shareholders, or (ii) a statement that the proposed dissolution was submitted to the shareholders by the board of directors and was approved by the shareholders in the manner required by this article and the articles of incorporation.
B. If the Commission finds that the articles of dissolution comply with the requirements of law and that the corporation has paid all fees and taxes, and delinquencies thereof, imposed by laws administered by the Commission, it shall issue a certificate of dissolution.
C. A corporation is dissolved upon the effective date of the certificate of dissolution.
D. For purposes of §§ 13.1-742 through 13.1-746.2, “dissolved corporation” means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
Code 1950, §§ 13.1-80 to 13.1-82, 13.1-87, 13.1-88, 13.1-90; 1956, c. 428; 1975, c. 500; 1985, cc. 522, 528; 2005, c. 765; 2019, c. 734.