2006 Code of Virginia § 13.1-906 - Effect of dissolution

13.1-906. Effect of dissolution.

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

1. Collecting its assets;

2. Disposing of its properties;

3. Discharging or making provision for discharging its liabilities;

4. Distributing its remaining property; and

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

B. Dissolution of a corporation does not:

1. Transfer title to the corporation's property;

2. Subject its directors to standards of conduct different from thoseprescribed in 13.1-870;

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

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

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

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

(1985, c. 522.)