2006 Code of Virginia § 13.1-914 - Automatic termination of corporate existence

13.1-914. Automatic termination of corporate existence.

A. If any domestic corporation fails to file the annual report required bythis chapter in a timely manner, the Commission shall mail notice to it ofimpending termination of its corporate existence. Whether or not such noticeis mailed, if the corporation fails to file the annual report before the lastday of the fourth month immediately following its annual report due date eachyear, the corporate existence of such corporation shall automatically ceaseas of that day and its properties and affairs shall pass automatically to itsdirectors as trustees in liquidation. The trustees shall then proceed tocollect the assets of the corporation, and pay, satisfy and discharge itsliabilities and obligations and do all other acts required to liquidate itsbusiness. After paying or adequately providing for the payment of all itsobligations, the trustees shall distribute the remainder of its assets inaccordance with 13.1-907.

B. 1. Any domestic corporation shall pay the annual registration fee requiredby law on or before the corporation's annual report due date determined inaccordance with subsection C of 13.1-936 of each year. If the corporationpays the annual registration fee for the year assessed after such date ofthat year, the corporation shall incur a penalty of ten dollars.

2. If any domestic corporation fails to pay by the due date of the yearassessed the annual registration fee, the Commission shall mail notice to thecorporation of impending termination of its corporate existence. Thecorporate existence of the corporation shall be automatically terminated ifany such fee is unpaid as of the last day of the fourth month immediatelyfollowing the due date of that year, and its properties and affairs shallpass automatically to its directors as trustees in liquidation. The trusteesshall then proceed to collect the assets of the corporation, and pay, satisfyand discharge its liabilities and obligations and do all other acts requiredto liquidate its business. After paying or adequately providing for thepayment of all of its obligations, the trustees shall distribute theremainder of its assets in accordance with 13.1-907.

C. If any domestic corporation whose registered agent has filed with theCommission his statement of resignation pursuant to 13.1-835 fails to filea statement of change pursuant to 13.1-834 within thirty-one days after thedate on which the statement of resignation was filed, the Commission shallmail notice to the corporation of impending termination of its corporateexistence. If the corporation fails to file the statement of change beforethe last day of the second month immediately following the month in which theimpending termination notice was mailed, the corporate existence of thecorporation shall be automatically terminated as of that day and itsproperties and affairs shall pass automatically to its directors as trusteesin liquidation. The trustees shall then proceed as specified in subdivision B2 of this section.

(Code 1950, 13.1-254; 1956, c. 428; 1970, c. 4; 1980, c. 185; 1985, cc.522, 528; 1987, c. 2; 1988, c. 405; 1991, c. 125; 1997, c. 216; 2000, c. 52.)