§ 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

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.
  • Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
  • 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.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Board: means the Board of Housing and Community Development. See Virginia Code 36-152
  • Board: means the Board of Housing and Community Development. See Virginia Code 36-141
  • 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
  • City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • County: means any existing county or such unit hereafter created. See Virginia Code 15.2-102
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13. See Virginia Code 13.1-803
  • Department: means the Department of Housing and Community Development. See Virginia Code 36-131
  • Department: means the Department of Housing and Community Development. See Virginia Code 36-152
  • Department: means the Department of Housing and Community Development. See Virginia Code 36-141
  • Dependent: A person dependent for support upon another.
  • Derelict structures: means residential, commercial or industrial structures which are no longer being used for a place of habitation, business or industry and which are in such poor condition as to cause a blight upon the neighborhood in which any such structure is located. See Virginia Code 36-152
  • Director: means the Director of the Department of Housing and Community Development. See Virginia Code 36-131
  • 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
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • 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
  • Fund: means the Virginia Housing Trust Fund created by this chapter. See Virginia Code 36-141
  • Fund: means the Virginia Removal or Rehabilitation of Derelict Structures Fund created by this chapter. See Virginia Code 36-152
  • governing body: includes both or all of them. See Virginia Code 15.2-2602
  • 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.
  • HDA: means the Virginia Housing Development Authority created in Chapter 1. See Virginia Code 36-141
  • Housing sponsor: means individuals, joint ventures, partnerships, limited partnerships, public bodies, trusts, firms, associations, or other legal entities or any combination thereof, corporations, cooperatives and condominiums, approved by the Department of Housing and Community Development as qualified either to own, construct, acquire, rehabilitate, operate, manage or maintain a housing development, whether nonprofit or organized for limited profit subject to the regulatory powers of the Department of Housing and Community Development and other terms and conditions set forth in this chapter. See Virginia Code 36-141
  • in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Chapter 42. See Virginia Code 1-257
  • Includes: means includes, but not limited to. See Virginia Code 1-218
  • Individual: means a natural person. See Virginia Code 13.1-803
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • 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

  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • 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
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • 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.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual and an entity. See Virginia Code 13.1-803
  • Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • 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
  • Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
  • Project: means any public improvement, property or undertaking for which the locality is authorized by law to appropriate money, except for current expenses, and specific undertakings from which the locality may derive revenues (sometimes called "revenue-producing undertakings") including, without limitation, water, sewer, sewage disposal, and garbage and refuse collection and disposal systems and facilities as defined in § 15. See Virginia Code 15.2-2602
  • Quorum: The number of legislators that must be present to do business.
  • real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Residential housing: means a specific work or improvement within this Commonwealth, whether multi-family residential housing or single-family residential housing undertaken primarily to provide dwelling accommodations, including the acquisition, construction, rehabilitation, preservation or improvement of land, buildings and improvements thereto, for residential housing, and such other nonhousing facilities as may be incidental, related, or appurtenant thereto. See Virginia Code 36-141
  • State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
  • 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.
  • Town: means any existing town or an incorporated community within one or more counties which became a town before noon, July 1, 1971, as provided by law or which has within defined boundaries a population of 1,000 or more and which has become a town as provided by law. See Virginia Code 1-254
  • 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.
  • United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
  • 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