§ 13.1-902 Dissolution by directors and members.
§ 13.1-903 Dissolution by directors.
§ 13.1-904 Articles of dissolution.
§ 13.1-905 Revocation of dissolution.
§ 13.1-906 Effect of dissolution.
§ 13.1-907 Distribution and plan of distribution of assets.
§ 13.1-908 Known claims against dissolved corporation.
§ 13.1-908.1 Other claims against dissolved corporation.
§ 13.1-908.2 Court proceedings.
§ 13.1-908.3 Director duties.
§ 13.1-909 Grounds for judicial dissolution.
§ 13.1-910 Receivership or custodianship.
§ 13.1-911 Decree of dissolution.
§ 13.1-912 Articles of termination of corporate existence.
§ 13.1-913 Termination of corporate existence by incorporators or initial directors.
§ 13.1-914 Automatic termination of corporate existence.
§ 13.1-915 Involuntary termination of corporate existence.
§ 13.1-916 Reinstatement of a corporation that has ceased to exist.
§ 13.1-917 Survival of remedy after termination of corporate existence.
§ 13.1-918 Repealed.

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 13 - Dissolution.

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
  • Assessment: as used in this subtitle , shall include an assessment made pursuant to notice by the Department of Taxation and self-assessments made by a taxpayer upon the filing of a return or otherwise not pursuant to notice. See Virginia Code 58.1-1820
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § Virginia Code 13.1-803
  • Department: means the Department of Taxation. See Virginia Code 58.1-1
  • Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
  • domestic corporation: means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11. See Virginia Code 13.1-803
  • Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fiduciary: A trustee, executor, or administrator.
  • Foreign corporation: means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-803
  • Fraud: Intentional deception resulting in injury to another.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Includes: means includes, but not limited to. See Virginia Code 1-218
  • Individual: means a natural person. See Virginia Code 13.1-803
  • Interest: means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:

    1. See Virginia Code 13.1-803

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
  • Month: means a calendar month and "year" means a calendar year. See Virginia Code 1-223
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Person: includes an individual and an entity. See Virginia Code 13.1-803
  • Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
  • Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. See Virginia Code 13.1-803
  • Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Transact business: includes the conduct of affairs by any corporation that is not organized for profit. See Virginia Code 13.1-803
  • Trustee: A person or institution holding and administering property in trust.
  • Venue: The geographical location in which a case is tried.
  • Voting group: means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. See Virginia Code 13.1-803
  • Voting power: means the current power to vote in the election of directors. See Virginia Code 13.1-803
  • written: means any information in the form of a document. See Virginia Code 13.1-803