2006 Code of Virginia § 13.1-909 - Grounds for judicial dissolution

13.1-909. Grounds for judicial dissolution.

A. The circuit court in the city or county described in subsection C of thissection may dissolve a corporation:

1. In a proceeding by a member or director if it is established that:

a. The directors are deadlocked in the management of the corporate affairsand irreparable injury to the corporation is threatened or being suffered, orthe business of the corporation can no longer be conducted to the advantageof the members generally, because of the deadlock, and either that themembers are unable to break the deadlock or there are no members havingvoting rights; or

b. The directors or those in control of the corporation have acted, areacting or will act in a manner that is illegal, oppressive or fraudulent; or

c. The members are deadlocked in voting power and have failed, for a periodthat includes at least two consecutive annual meeting dates, to electsuccessors to directors whose terms have expired; or

d. The corporate assets are being misapplied or wasted; or

e. The corporation is unable to carry out its purposes.

2. In a proceeding by a creditor if it is established that:

a. The creditor's claim has been reduced to judgment, the execution on thejudgment returned unsatisfied and the corporation is insolvent; or

b. The corporation has admitted in writing that the creditor's claim is dueand owing and the corporation is insolvent.

3. In a proceeding by the corporation to have its voluntary dissolutioncontinued under court supervision.

4. Upon application by the board of directors when it is established thatcircumstances make it impossible to obtain a representative vote by memberson the question of dissolution and that the continuation of the business ofthe corporation is not in the interest of the members but it is desirable intheir interest that the assets and business be liquidated.

5. When the Commission has instituted a proceeding for the involuntarytermination of a corporate existence and entered an order finding that thecorporate existence of the corporation should be terminated but thatliquidation of its assets and business should precede the entry of an orderof termination of corporate existence.

B. The circuit court in the city or county named in subsection C of thissection shall have full power to liquidate the assets and business of thecorporation at any time after the termination of corporate existence,pursuant to the provisions of this chapter or any laws of this Commonwealthin effect at any time prior to January 1, 1986, upon the application of anyperson, for good cause, with regard to any assets or business that mayremain. The jurisdiction conferred by this clause may also be exercised byany such court in any city or county where any property may be situatedwhether of a domestic or of a foreign corporation that has ceased to exist.

C. Venue for a proceeding brought under this section lies in the city orcounty where the corporation's principal office is or was last located, or,if none in this Commonwealth, where its registered office is or was lastlocated.

D. It is not necessary to make directors or members parties to a proceedingbrought under this section unless relief is sought against them individually.

E. A court in a proceeding brought to dissolve a corporation may issueinjunctions, appoint a receiver or custodian pendente lite with such powersand duties as the court may direct, take other action required to preservethe corporate assets where located, and carry on the business of thecorporation until a full hearing can be held.

(Code 1950, 13.1-257, 13.1-260, 13.1-261; 1956, c. 428; 1975, c. 500;1985, c. 522.)