A. A corporation that has ceased to exist 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 § 13.1-749 and the circuit court's decree directing dissolution contains no provision for 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 shareholder's interests stating that after diligent search by such agent, no officer or director can be found;
2. A reinstatement fee of $100;
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'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 § 13.1-630 at the time of reinstatement, articles of amendment to the articles of incorporation to change the corporation's name to a name that satisfies the provisions of § 13.1-630, with the fee required by this chapter for the filing of articles of amendment; and
6. If the corporation's registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-635.
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, the corporate existence shall be deemed to have continued from the date of termination as if the 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's existence had never occurred.
Code 1950, § 13.1-92; 1956, c. 428; 1958, c. 564; 1975, c. 88; 1978, c. 804; 1980, c. 654; 1982, c. 648; 1984, c. 69; 1985, c. 522; 1986, c. 234; 1988, c. 405; 2004, c. 601; 2005, c. 379; 2006, c. 663; 2015, c. 623; 2026, cc. 383, 892.
Notes of Decisions
Cited in
13
cases (
5 in the last 5 years), 1988–2026 · leading case:
Syed v. Zh Tech., Inc., 694 S.E.2d 625 (Va. 2010).
Syed v. Zh Tech., Inc., 694 S.E.2d 625 (Va. 2010).
· cites it 12× “1-754 "Statutory interpretation is a question of law which we review de novo, and we determine the legislative intent from the words used in the statute, applying the plain meaning of the words unless they are ambiguous or would lead to an absurd result.”
Ipsen v. Moxley, 642 S.E.2d 798 (Va. Ct. App. 2007).
· cites it 2× “1-1144 (owner *563 of saw mill is required to take certain safety measures regarding burning debris when mill "ceases to operate for a period of ten consecutive days”); Code § 13.1-754 (upon certain conditions, State Corporation Commission may reinstate a corporation "that has…”
In Re Wine Farms, Inc., 94 B.R. 410 (Bankr. W.D. Va. 1988).
· cites it 2× “Pursuant to section 13.1-754: “Upon the entry by *413 the Commission of an order of reinstatement, the corporate existence shall be deemed to have continued from the date of termination of corporate existence except that reinstatement shall have no effect on any question of…”
First Cmty. Bank, N.A. v. Cmty. Youth Ctr., 81 Va. Cir. 416 (Greensville Cir. Ct. 2010).
· cites it 6× “Indeed, as further evidence that the doctrines of corporation by estoppel and de facto corporation are recognized in Virginia, the Court points to Va. Code § 13.1-754, which, provides in pertinent part that: Upon the entry by the Commission of an order ofreinstatement, the…”
West Neck Cmty. Ass'n, Inc. v. JBWK, LLC (4th Cir. 2026).
· cites it 3× “” Va. Code Ann. § 13.1-754 (C). Thus, the reinstatement retroactively validated Baymark’s June 2022 assignment of Declarant rights to JBWK.”
West Neck Cmty. Ass'n, Inc. v. JBWK, LLC (4th Cir. 2026).
· cites it 3× “” Va. Code Ann. § 13.1-754 (C). Thus, the reinstatement retroactively validated Baymark’s June 2022 assignment of Declarant rights to JBWK.”
Square Deal Demolition, Inc. v. Doxie, 74 Va. Cir. 441 (Norfolk Cir. Ct. 2008).
· cites it 5× “What Effect Did Subsequent Reinstatement Have on the Transfer? Under Va. Code Ann. § 13.1-754 (2007): A corporation that has ceased to exist may apply to the Commission for reinstatement within five years thereafter.”
West Neck Cmty. Ass'n, Inc. v. JBWK, LLC (E.D. Va. 2025).
· cites it 2× “Va. Code Ann. § 13.1-754 (C) (noting that upon a corporation’s reinstatement “the corporate existence shall be deemed to have continued from the date of termination as if the termination had never occurred”).”
R.E. DeMarr Prop. Mgmt., LLC v. Edwin Jacobsen (Va. Ct. App. 2025).
· cites it 2× “612 , 628-29 (2024) (interchanging language from the LLC Act and the Virginia Stock Corporation Act, Code § 13.1-754, which uses the word “termination” instead of “dissociation”).”
In re Est. of Levi, 61 Va. Cir. 31 (2003).
· cites it 3× “1988), a case dealing with Va. Code § 13.1-754, the identical provision for stock corporations: [I]t is clear that the Virginia legislature intended that once a corporation achieves reinstatement, its corporate status relates back to the date of its termination and it is as if…”
Prepakt Concrete Co. v. Medicorp Props., Inc., 33 Va. Cir. 385 (Fredericksburg Cir. Ct. 1994).
· cites it 2× “The General Assembly has addressed this issue regarding corporations (Virginia Code § 13.1-754) but has chosen not to amend § 54.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.