2006 Code of Virginia § 13.1-753 - Involuntary termination of corporate existence

13.1-753. Involuntary termination of corporate existence.

A. The corporate existence of a corporation may be terminated involuntarilyby order of the Commission when it finds that the corporation (i) hascontinued to exceed or abuse the authority conferred upon it by law; (ii) hasfailed to maintain a registered office or a registered agent in thisCommonwealth as required by law; or (iii) has failed to file any documentrequired by this chapter to be filed with the Commission. Upon termination,the properties and affairs of the corporation shall pass automatically to itsdirectors as trustees in liquidation. The trustees then shall proceed tocollect the assets of the corporation; sell, convey and dispose of such ofits properties as are not to be distributed in kind to its shareholders; pay,satisfy and discharge its liabilities and obligations; and do all other actsrequired to liquidate its business and affairs. After paying or adequatelyproviding for the payment of all its obligations, the trustees shalldistribute the remainder of its assets, either in cash or in kind, among itsshareholders according to their respective rights and interests.

B. Before entering any such order the Commission shall issue a rule againstthe corporation giving it an opportunity to be heard and show cause why suchan order should not be entered. The Commission may issue the rule on its ownmotion or on motion of the Attorney General.

(Code 1950, 13.1-93; 1956, c. 428; 1958, c. 506; 1968, c. 116; 1975, cc.88, 500; 1985, c. 522; 1991, c. 310.)