Va. Code » Title 13.1. Corporations » Chapter 9. Virginia Stock Corporation Act » Article 16. Dissolution
Virginia Code

Va. Code Ann. § 13.1-755 (2026)

Survival of remedy after termination of corporate existence

✓ current as of May 2026
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The termination of corporate existence shall not take away or impair any remedy available to or against the corporation or its directors, officers, or shareholders for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right, or claim.

Code 1950, § 13.1-101; 1956, c. 428; 1985, c. 522; 2019, c. 734.

Notes of Decisions
Cited in 16 cases (1 in the last 5 years), 1987–2024 · leading case: Harris v. T.I., Inc., 413 S.E.2d 605 (Va. 1992).
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Harris v. T.I., Inc., 413 S.E.2d 605 (Va. 1992). · cites it 14× “’s demurrer, the trial court ruled that, pursuant to Code § 13.1-755, the executor had no right of action because the wrongful death occurred subsequent to T.”
In Re Wine Farms, Inc., 94 B.R. 410 (Bankr. W.D. Va. 1988). · cites it 6× “Va.Code Ann. § 13.1-755 (1985). Absent an ulterior motive such as that seen in the facts of the Chicago Title case (reorganizing a corporation which could not be legally revived under state law), this court sees no basis for distinguishing between the eligibility of a debtor to…”
In Re Banks-Davis, 148 B.R. 810 (Bankr. E.D. Va. 1992). · cites it 3× “Va. Code § 13.1-755. Washington and Dab-ney, as directors, officers, and shareholders, are therefore proper parties to bring this action in the name of Davis Shop.”
United States v. Moore, 698 F. Supp. 622 (E.D. Va. 1988). · cites it 2× “Virginia Code § 13.1-755 expressly provides that a defunct corporation may be sued for liability incurred prior to the termination of its corporate existence.”
City of Virginia Beach v. Bell, 498 S.E.2d 414 (Va. 1998). · cites it 2× “” Code § 13.1-755. Finally, any right Seawall may have had to compensation for a regulatory taking would not have passed to Bell or the Trustee.”
Giannotti v. Hamway, 387 S.E.2d 725 (Va. 1990). “) (now § 13.1-755) provides that dissolution of a corporation “shall not take away or impair any remedy available to .”
Hirst v. Siegfried, 35 Va. Cir. 166 (Fairfax Cir. Ct. 1994). · cites it 3× “See Va. Code § 13.1-755. A case cited by Plaintiffs provides some guidance.”
Fowler v. Boise Cascade Corp., 739 F. Supp. 671 (D. Me. 1990). “Va.Code § 13.1-755; United States v. Village Corporation, 298 F.”
Gen. Tech. Applications, Inc. v. Exro Ltda, 388 F.3d 114 (4th Cir. 2004). “Va.Code Ann. § 13.1-755. 2 . We express no opinion on whether an "exclusive licensee” can demand a share of the proceeds of an infringement action prosecuted by his licensor (the patent owner) absent *119 an express agreement to share those proceeds.”
Saf. Cas. Ins. v. Cg Mitchell, 601 S.E.2d 633 (Va. 2004). · cites it 4× “Under Code § 13.1-755, "[t]he termination of corporate existence shall not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination.”
Rogers Elec. of Virginia, Ltd. v. Sims, 93 Va. Cir. 484 (Chesapeake Cir. Ct. 2015). · cites it 3× “See Va. Code § 13.1-755. Likewise, tort actions belonging to a deceased plaintiff survive and pass into the decedent’s estate.”
Saf. Cas. Ins. v. Cg Mitchell, 601 S.E.2d 633 (Va. 2004). · cites it 4× “Under Code § 13.1-755, "[t]he termination of corporate existence shall not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination.”
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