A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:
1. Collecting its assets;
2. Disposing of its properties that will not be distributed in kind to its shareholders;
3. Discharging or making provision for discharging its liabilities;
4. Making distributions of its remaining assets among its shareholders according to their interests; and
5. Doing every other act necessary to wind up and liquidate its business and affairs.
B. Dissolution of a corporation does not:
1. Transfer title to the corporation's property;
2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;
3. Subject its directors to standards of conduct different from those prescribed in Article 9 (§ 13.1-673 et seq.);
4. Change (i) quorum or voting requirements for its board of directors or shareholders; (ii) provisions for selection, resignation, or removal of its directors or officers; or (iii) provisions for amending its bylaws;
5. Prevent commencement of a proceeding by or against the corporation in its corporate name;
6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
7. Terminate the authority of the registered agent of the corporation.
C. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a future date as a record date. If the board of directors does not fix a record date for the determination, the record date is the date the board of directors authorizes the distribution.
Code 1950, §§ 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522; 2019, c. 734.
Notes of Decisions
Commonwealth Transp. v. Windsor Indus., 630 S.E.2d 514 (Va. 2006).
· cites it 12× “Rather, counsel contended that Timmons, as the sole director of the dissolved corporation, had the authority under Code § 13.1-745 to control the assets of the dissolved corporation and "to pursue remedies which existed prior to [the corporation's] termination" including the…”
City of Virginia Beach v. Bell, 498 S.E.2d 414 (Va. 1998).
· cites it 2× “Code § 13.1-745(B)(1). Furthermore, “[t]he termination of corporate existence shall not take away or impair any remedy available to .”
In Re Lane, 215 B.R. 810 (Bankr. E.D. Va. 1997).
· cites it 2× “§§ 13.1-745 , -746, and -750. (Mi-chie Repl.”
First Cmty. Bank, N.A. v. Cmty. Youth Ctr., 81 Va. Cir. 416 (Greensville Cir. Ct. 2010).
· cites it 3× “Accordingly, the Court finds that, under the terms of Va. Code §§ 13.1-745 and 13.1-752, the president, vice president, and treasurer could not, while acting as trustees in liquidation, have actual or apparent authority to grant a deed of trust to the Bank for such a purpose…”
Stafford Cnty. v. River Ridge Estates, Inc., 24 Va. Cir. 462 (Stafford Cir. Ct. 1991).
· cites it 4× “Following this principle, it is clear that the provisions of § 13.1-745 permitting commencement of a proceeding against a dissolved corporation, when read in accord with the language of § 13.”
Va. Code Ann. § 13.1-745(A): 1 case
Commonwealth Transp. v. Windsor Indus., 630 S.E.2d 514 (Va. 2006).
“Rather, counsel contended that Timmons, as the sole director of the dissolved corporation, had the authority under Code § 13.1-745 to control the assets of the dissolved corporation and "to pursue remedies which existed prior to [the corporation's] termination" including the…”
Va. Code Ann. § 13.1-745(B): 2 cases
Commonwealth Transp. v. Windsor Indus., 630 S.E.2d 514 (Va. 2006).
“Rather, counsel contended that Timmons, as the sole director of the dissolved corporation, had the authority under Code § 13.1-745 to control the assets of the dissolved corporation and "to pursue remedies which existed prior to [the corporation's] termination" including the…”
Stafford Cnty. v. River Ridge Estates, Inc., 24 Va. Cir. 462 (Stafford Cir. Ct. 1991).
“Following this principle, it is clear that the provisions of § 13.1-745 permitting commencement of a proceeding against a dissolved corporation, when read in accord with the language of § 13.”
Va. Code Ann. § 13.1-745(B)(1): 2 cases
City of Virginia Beach v. Bell, 498 S.E.2d 414 (Va. 1998).
“Code § 13.1-745(B)(1). Furthermore, “[t]he termination of corporate existence shall not take away or impair any remedy available to .”
Stafford Cnty. v. River Ridge Estates, Inc., 24 Va. Cir. 462 (Stafford Cir. Ct. 1991).
“Following this principle, it is clear that the provisions of § 13.1-745 permitting commencement of a proceeding against a dissolved corporation, when read in accord with the language of § 13.”
Va. Code Ann. § 13.1-745(B)(5): 1 case
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