A. The circuit court in any city or county described in subsection C may dissolve a corporation:
1. In a proceeding by a shareholder of a corporation that is not a public corporation if it is established that:
a. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
b. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
c. The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
d. The corporate assets are being misapplied or wasted;
2. In a proceeding by a creditor if it is established that:
a. The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
b. The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;
3. In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;
4. In a proceeding by a shareholder if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and terminate its corporate existence;
5. Upon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by shareholders on the question of dissolution and that the continuation of the business of the corporation is not in the interest of the shareholders but it is in their interest that the assets and business be liquidated; or
6. When the Commission has instituted a proceeding for the involuntary termination of corporate existence and entered an order finding that the corporate existence of the corporation should be terminated but that liquidation of its business and affairs should precede the entry of an order of termination of corporate existence.
B. The circuit court in the city or county named in subsection C shall have full power to liquidate the assets and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person, for good cause, with regard to any assets or business that may remain. The jurisdiction conferred by this clause may also be exercised by any such court in any city or county where any property may be situated whether of a domestic or a foreign corporation that ceased to exist.
C. Venue for a proceeding brought under this section lies in the city or county where the corporation's principal office is or was located, or, if none in the Commonwealth, where its registered office is or was last located.
D. It is not necessary to make directors or shareholders parties to a proceeding to be brought under this section unless relief is sought against them individually.
E. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
F. Within 15 days of the commencement of a proceeding to dissolve a corporation under subdivision A 1, the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the corporation and the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under § 13.1-749.1 and accompanied by a copy of that section.
Code 1950, § 13.1-94; 1956, c. 428; 1959, Ex. Sess., c. 57; 1968, c. 112; 1985, c. 522; 2005, c. 765; 2007, c. 165; 2019, c. 734.
Notes of Decisions
Jordon v. Bowman Apple Prods. Co., Inc., 728 F. Supp. 409 (W.D. Va. 1990).
· cites it 19× “The determinative question is whether a cause of action for common law oppression continues to exist in Virginia, and if it does not, what remedies are available under statute.”
Owens v. Owens, 589 S.E.2d 488 (Va. Ct. App. 2003).
· cites it 4× “5, 2 and provides a mechanism to *856 dissolve a corporation and to distribute its assets in the face of an intractable director deadlock, Code §§ 13.1-747(A)(1) (stock companies) & 13.”
In re Cole, 548 B.R. 132 (Bankr. E.D. Va. 2016).
· cites it 4× “1-747 of the Code of Virginia, Va. Code Ann. § 13.1-747 , allows for judicial dissolution as a result of oppressive and fraudulent conduct by the majority shareholders, see, e.”
Colgate v. Disthene Grp., Inc., 85 Va. Cir. 286 (Buckingham Cir. Ct. 2012).
· cites it 30× “(“Disthene” or the “Defendant”) pursuant to Va. Code Ann. § 13.1-747 . (Curtis, Sharon, Boyd, and Peaceful Valley will be referred to collectively as the “Plaintiffs.”
Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).
· cites it 7× “1-94, now in substance, § 13.1-747). In pursuing these claims, Bragg was not representing the interests of the Firm, but rather her own personal interest in obtaining attorneys' fees and costs.”
Schultz v. Schultz, 458 S.E.2d 458 (Va. 1995).
· cites it 8× “*123 Gerald filed this dissolution suit pursuant to Code § 13.1-747 against Gerald A. Schultz & Associates, after the divorce court had entered the decree prohibiting him from transferring assets out of the marital estate.”
Maurer v. Slickedit, Inc., 2005 NCBC 1 (N.C. Bus. Ct. 2005).
· cites it 4× “{42} Plaintiff brings her claim for dissolution under Va. Code Ann. § 13.1-747 (A)(1)(b), which states that the circuit court in any city or county described in section C of statute may dissolve a corporation if in a proceeding by a shareholder it is established that: “The…”
In re McCurnin, 590 B.R. 729 (Bankr. E.D. Va. 2018).
· cites it 2× “Va. Code Ann. § 13.1-747 provides in pertinent part: The circuit court .”
Giannotti v. Hamway, 387 S.E.2d 725 (Va. 1990).
· cites it 2× “1978) (now Code § 13.1-747) applies. As pertinent to the controversy, the statute provided: “Any court of record, with general equity jurisdiction .”
Hartley v. Marco Investments, Inc., 82 Va. Cir. 294 (Norfolk Cir. Ct. 2011).
· cites it 2× “If the parties are unable to reach an agreement as provided for in subsection C, the court, upon application of any party, shall stay the proceedings under subdivision A 1 of § 13.1-747 and determine the fair value of the petitioner’s shares as of the day before the date on…”
— Va. Code Ann. § 13.1-747(A) — 1 case
Jordon v. Bowman Apple Prods. Co., Inc., 728 F. Supp. 409 (W.D. Va. 1990).
“The determinative question is whether a cause of action for common law oppression continues to exist in Virginia, and if it does not, what remedies are available under statute.”
— Va. Code Ann. § 13.1-747(A)(1) — 3 cases
Owens v. Owens, 589 S.E.2d 488 (Va. Ct. App. 2003).
“5, 2 and provides a mechanism to *856 dissolve a corporation and to distribute its assets in the face of an intractable director deadlock, Code §§ 13.1-747(A)(1) (stock companies) & 13.”
— Va. Code Ann. § 13.1-747(A)(1)(b) — 2 cases
Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).
“1-94, now in substance, § 13.1-747). In pursuing these claims, Bragg was not representing the interests of the Firm, but rather her own personal interest in obtaining attorneys' fees and costs.”
Colgate v. Disthene Grp., Inc., 85 Va. Cir. 286 (Buckingham Cir. Ct. 2012).
“(“Disthene” or the “Defendant”) pursuant to Va. Code Ann. § 13.1-747 . (Curtis, Sharon, Boyd, and Peaceful Valley will be referred to collectively as the “Plaintiffs.”
— Va. Code Ann. § 13.1-747(A)(1)(d) — 1 case
Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).
“1-94, now in substance, § 13.1-747). In pursuing these claims, Bragg was not representing the interests of the Firm, but rather her own personal interest in obtaining attorneys' fees and costs.”
— Va. Code Ann. § 13.1-747(A)(2) — 1 case
— Va. Code Ann. § 13.1-747(A)(l)(b) — 1 case
Owens v. Owens, 589 S.E.2d 488 (Va. Ct. App. 2003).
“5, 2 and provides a mechanism to *856 dissolve a corporation and to distribute its assets in the face of an intractable director deadlock, Code §§ 13.1-747(A)(1) (stock companies) & 13.”
— Va. Code Ann. § 13.1-747(AX4) — 1 case
— Va. Code Ann. § 13.1-747(B) — 1 case
— Va. Code Ann. § 13.1-747(B)(1) — 1 case
— Va. Code Ann. § 13.1-747(D) — 2 cases
Schultz v. Schultz, 458 S.E.2d 458 (Va. 1995).
“*123 Gerald filed this dissolution suit pursuant to Code § 13.1-747 against Gerald A. Schultz & Associates, after the divorce court had entered the decree prohibiting him from transferring assets out of the marital estate.”
— Va. Code Ann. § 13.1-747(E) — 2 cases
Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).
“1-94, now in substance, § 13.1-747). In pursuing these claims, Bragg was not representing the interests of the Firm, but rather her own personal interest in obtaining attorneys' fees and costs.”
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