2006 Code of Virginia § 13.1-745 - Effect of dissolution

13.1-745. Effect of dissolution.

A. A dissolved corporation continues its corporate existence but may notcarry on any business except that appropriate to wind up and liquidate itsbusiness and affairs, including:

1. Collecting its assets;

2. Disposing of its properties that will not be distributed in kind to itsshareholders;

3. Discharging or making provision for discharging its liabilities;

4. Distributing its remaining property among its shareholders according totheir interests; and

5. Doing every other act necessary to wind up and liquidate its business andaffairs.

B. Dissolution of a corporation does not:

1. Transfer title to the corporation's property;

2. Prevent transfer of its shares or securities, although the authorizationto dissolve may provide for closing the corporation's share transfer records;

3. Subject its directors to standards of conduct different from thoseprescribed in Article 9 ( 13.1-673 et seq.);

4. Change quorum or voting requirements for its board of directors orshareholders; change provisions for selection, resignation, or removal of itsdirectors or officers; or change provisions for amending its bylaws;

5. Prevent commencement of a proceeding by or against the corporation in itscorporate name;

6. Abate or suspend a proceeding pending by or against the corporation on theeffective date of dissolution; or

7. Terminate the authority of the registered agent of the corporation.

(Code 1950, 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522.)