Fill and Sign the Virginia Dissolve Form

DISSOLUTION OF A STOCK CORPORATION VIRGINIA Electronic Version STATUTORY REFERENCE CODE OF VIRGINIA, §§ 13.1-742 through 13.1-755 INTRODUCTION AND LAW SUMMARY A Virginia Stock Corporation may be terminated or dissolved either voluntarily or involuntarily. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION. If a corporation has not issued shares or has not commenced business, a majority of the initial directors, or, if initial directors were not named in the articles of incorporation and have not been elected, then the incorporators of a corporation may dissolve the corporation and terminate its corporate existence by filing with the Commission articles of termination of corporate existence. Those articles must provide: 1. The name of the corporation; 2. Either (i) that none of the corporation's shares have been issued or (ii) that the corporation has not commenced business; 3. That no debt of the corporation remains unpaid; 4. That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and 5. That a majority of the initial directors authorized the dissolution or that initial directors were not named in the articles of incorporation and have not been elected and a majority of the incorporators authorized the dissolution. If a corporation has issued shares or has commenced business, then the corporation's board of directors may propose dissolution for submission to the shareholders. For a proposal to dissolve to be adopted: 1. The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and 2. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection E of this section. The board of directors may condition its submission of the proposal for dissolution on any basis. The corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 13.1-658. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. Unless the board of directors, acting pursuant to statute, requires a greater vote, dissolution must be approved by the holders of more than two-thirds of all votes entitled to be cast on the proposal to dissolve. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the proposed dissolution by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group exists At any time after dissolution is authorized, the corporation may dissolve by filing with the Commission articles of dissolution that provide: 1. The name of the corporation; 2. The date dissolution was authorized; 3. Either (i) a statement that dissolution was authorized by unanimous consent of the shareholders, or (ii) a statement that the proposed dissolution was submitted to the shareholders by the board of directors in accordance with the statutory provisions, and a statement of a. The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on dissolution; and b. Either the total number of votes cast for and against dissolution by each voting group entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution separately by each voting group and a statement that the number cast for dissolution by each voting group was sufficient for approval by that voting group. If the State Corporation Commission finds that the articles of dissolution comply with the requirements of law and that the corporation has paid all fees and taxes, and delinquencies thereof, imposed by laws administered by the Commission, it will issue a certificate of dissolution. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets; 2. Disposing of its properties that will not be distributed in kind to its shareholders; 3. Discharging or making provision for discharging its liabilities; 4. Distributing its remaining property among its shareholders according to their interests; and 5. Doing every other act necessary to wind up and liquidate its business and affairs. Dissolution of a corporation does not: 1. Transfer title to the corporation's property; 2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; or 3. Subject its directors to standards of conduct different from those prescribed in the CODE OF VIRGINIA, Article 9; 4. Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers; or change provisions for amending its bylaws; 5. Prevent commencement of a proceeding by or against the corporation in its corporate name; 6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or 7. Terminate the authority of the registered agent of the corporation. A dissolved corporation may dispose of the known claims against it by following the statutorily prescribed procedures. The dissolved corporation must deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice must: 1. Provide a reasonable description of the claim that the claimant may be entitled to assert; 2. State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness; 3. Provide a mailing address where a claim may be sent; 4. State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim must be delivered to the dissolved corporation; and 5. State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline. A claim against the dissolved corporation is barred to the extent that it is not admitted: 1. If the dissolved corporation has delivered written notice to the claimant in accordance with the statutory provisions, and the claimant does not deliver written confirmation of the claim to the dissolved corporation by the deadline; or 2. If the dissolved corporation delivered written notice to the claimant that his claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within ninety days from the delivery of written confirmation of the claim to the dissolved corporation. A "claim" does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than sixty days after the delivery of written notice to the claimant. If a liability exists, but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to statute, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing. The court having jurisdiction of such a claim may continue the proceeding during its pendency if it appears that further damages are or may be still occurring. When a corporation has distributed all of its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it must file articles of termination of corporate existence with the Commission. The articles must set forth: 1. The name of the corporation; 2. That all the assets of the corporation have been distributed to its creditors and shareholders; and 3. That the dissolution of the corporation has not been revoked. With the articles of termination of corporate existence, the corporation must file a statement certifying that the corporation has filed returns and has paid all state taxes to the time of the certificate. In contemplation of submitting the required statement, the corporation may file returns and pay taxes before such returns and taxes would otherwise be due. If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it will issue a certificate of termination of corporate existence. Upon the issuance of that certificate the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided by law. The statement "that all the assets of the corporation have been distributed to its creditors and shareholders" means that the corporation has divested itself of all its assets by the payment of claims or liquidating dividends or by assignment to a trustee or trustees for the benefit of claimants or shareholders. If any person who is entitled to a share in the distribution of the assets cannot be found, the corporation may, without awaiting the one year mentioned in §55-210.7, pay his share to the State Treasurer as abandoned property on complying with all applicable requirements of § 55-210.12 except subdivision 4 of subsection B of that section. STEPS AND GUIDELINES TO DISSOLVE A VIRGINIA CORPORATION Step 1: If the corporation has not issued shares, follow these instructions (If the corporation has issued stock, go to Step 2) : NOTE: IF TERMINATION OF CORPORATE EXISTENCE IS EFFECTIVE PRIOR TO THE ANNUAL REPORT DUE DATE OF A GIVEN YEAR, THE CORPORATION'S ANNUAL REGISTRATION FEE ASSESSMENT FOR THAT YEAR WILL BE CANCELED; OTHERWISE, IT MUST BE PAID. SEE FORM 1 – ARTICLES OF TERMINATION OF CORPORATE EXISTENCE This form should be typed or printed legibly in BLACK ink. 1. Provide the name of the corporation EXACTLY as it appears on the records of the State Corporation Commission. 2. Indicate the status of the corporation, i.e ., that no shares have been issued OR that the corporation has not commenced business. 3. There is nothing to add to this section. NOTE: You are certifying that this statement is true. It is a Class 1 misdemeanor for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. 4. If this statement is applicable to your corporation, you are certifying that it is true. SEE NOTE ABOVE. 5. Indicate if the dissolution was approved by directors or incorporators. 6. There is nothing to add to this section. Provide the signature and printed name of each signer. Indicate if the signers are directors or incorporators. File the original and one copy of the Articles of Termination. The filing fee is $10.00. Mail the original and one copy of the Articles of Termination and the $10.00 filing fee (make check payable to State Corporation Commission) to: MAILING ADDRESS Clerk of the State Corporation Commission PO Box 1197 Richmond, VA 23218-1197 DELIVERY ADDRESS Clerk of the State Corporation Commission 1300 E. Main Street Richmond, VA 23219 Telephone (804) 371-9733. Toll Free in Virginia: 1-866-722-2551 A cover letter to send with Articles of Termination is included for your use. SEE FORM 2 - TRANSMITTAL LETTER Step 2: DISSOLUTION BY THE BOARD OF DIRECTORS AND SHAREHOLDERS OR BY WRITTEN CONSENT OF THE SHAREHOLDERS 1. The Board of Directors may propose to the shareholders that the corporation be dissolved. For a proposal to dissolve to be adopted by the shareholders, the proposal MUST be recommended by the Board. SEE FORM 3 - RESOLUTION OF BOARD REGARDING DISSOLUTION OF THE CORPORATION 2. EVERY shareholder must be notified of a shareholder's meeting to consider dissolving the corporation. SEE FORM 4 - NOTICE OF SPECIAL MEETING 3. Unless the Board of Directors or the Articles of Incorporation require a greater vote, the Resolution of the Board must be approved by more than two-thirds of the shareholders. 4. In the alternative, all of the shareholders may, without action of the Board, agree by written consent to dissolve the corporation. SEE FORM 5 - WRITTEN CONSENT OF SHAREHOLDERS Step 3: Once the decision to dissolve the corporation has been made and approved, then you must file Articles of Dissolution. NOTE: IF TERMINATION OF CORPORATE EXISTENCE IS EFFECTIVE PRIOR TO THE ANNUAL REPORT DUE DATE OF A GIVEN YEAR, THE CORPORATION'S ANNUAL REGISTRATION FEE ASSESSMENT FOR THAT YEAR WILL BE CANCELED; OTHERWISE, IT MUST BE PAID. SEE FORM 6 – ARTICLES OF DISSOLUTION This form should be typed or printed legibly in BLACK ink. 1. Provide the name of the corporation EXACTLY as it appears on the records of the State Corporation Commission. 2. Provide the date the dissolution was authorized. 3. Indicate how the dissolution was approved, providing the voting information requested if applicable. Have the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation sign the Articles, providing the printed name and title of the signer. File the original and one copy of the Articles of Dissolution. The filing fee is $10.00. Mail the original and one copy of the Articles of Dissolution and the $10.00 filing fee (make check payable to State Corporation Commission) to: MAILING ADDRESS Clerk of the State Corporation Commission PO Box 1197 Richmond, VA 23218-1197 DELIVERY ADDRESS Clerk of the State Corporation Commission 1300 E. Main Street Richmond, VA 23219 Telephone (804) 371-9733. Toll Free in Virginia: 1-866-722-2551 A cover letter to send with Articles of Dissolution is included for your use. SEE FORM 2 - TRANSMITTAL LETTER Step 4: Proceed with the winding up of the affairs of the corporation, including notice to creditors. In order to dispose of or limit all claims against the corporation, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements ) : 1. You must mail a notice to all known claimants. SEE FORM 7. 2. This Notice should be sent to creditors when you determine if all or part of their claim is rejected or accepted. SEE FORM 8. Step 5: When the affairs of the corporation are concluded, file the Articles of Termination. NOTE: IF TERMINATION OF CORPORATE EXISTENCE IS EFFECTIVE PRIOR TO THE ANNUAL REPORT DUE DATE OF A GIVEN YEAR, THE CORPORATION'S ANNUAL REGISTRATION FEE ASSESSMENT FOR THAT YEAR WILL BE CANCELED; OTHERWISE, IT MUST BE PAID. SEE FORM 9 – ARTICLES OF TERMINATION OF CORPORATE EXISTENCE This form should be typed or printed legibly in BLACK ink. 1. Provide the name of the corporation EXACTLY as it appears on the records of the State Corporation Commission. 2. Note that there is nothing to add to sections 2, 3, or 4. You are certifying that these statements are true. It is a criminal offense for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. 3. Have the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation sign the Articles, providing the printed name and title of the signer. File the original and one copy of the Articles of Termination. The filing fee is $10.00. Mail the original and one copy of the Articles of Termination and the $10.00 filing fee (make check payable to State Corporation Commission) to: MAILING ADDRESS Clerk of the State Corporation Commission PO Box 1197 Richmond, VA 23218-1197 DELIVERY ADDRESS Clerk of the State Corporation Commission 1300 E. Main Street Richmond, VA 23219 Telephone (804) 371-9733. Toll Free in Virginia: 1-866-722-2551 A cover letter to send with Articles of Termination is included for your use. SEE FORM 2 - TRANSMITTAL LETTER Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty must apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM 1 ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (by initial directors/incorporators) Download by clicking this link: http://www.uslegalforms.com/dissolution/VA/VA-Diss-initial.pdf (or paste into the address window of your internet browser) FORM 2 SAMPLE TRANSMITTAL LETTER Return Name and Address Date: ______________________ Clerk of the State Corporation Commission PO Box 1197 Richmond, VA 23218-1197 Re: Articles of Dissolution Dear Sir: Enclosed please find the original and one copy of Articles of Dissolution. Also enclosed you will find the filing fee of $10.00. Please file and provide a "filed" copy of each form to me. Please contact me if you require anything further. With kindest regards, I am Sincerely yours, ______________________________ Signature Enclosures Check # __________ Enclosed for $_________ FORM 3 RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of ___________________________________________________________________, a Virginia corporation, made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM 4 NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of ___________________________________________________________________, a Virginia corporation, made and seconded, the following resolution was adopted by a majority of the following address: ___________________________________________ ___________________________________________ ___________________________________________ The purpose of the meeting is to seek shareholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM 5 WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Virginia corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 6 ARTICLES OF DISSOLUTION Download by clicking this link: http://www.uslegalforms.com/dissolution/VA/VA-Diss.pdf (or paste into the address window of your internet browser) FORM 7 NOTICE OF DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE CORPORATION AND A REQUEST FOR CLAIMS Notice is given that Articles of Dissolution for _____________________________ , a Virginia corporation with its office at _____________________________________________ , have been filed with the State Corporation Commission in accordance with the laws of the State of Virginia. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: _____________________________ _____________________________ _____________________________ _____________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received by 120 days after the date of this notice, as stated below. All claims will be barred if not received by this date. DATE OF NOTICE: ________________ BY: _____________________________ Name and Title FORM 8 NOTICE OF ACCEPTANCE OR REJECTION OF CLAIM NOTICE OF ACCEPTANCE OR REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, _________________________________, a Virginia corporation, rejected all or part of the claim you submitted to the corporation. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ The part of your claim that is admitted is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Corporation: _______________________________ By: ____________________ Date: __________________ FORM 9 ARTICLES OF TERMINATION OF CORPORATE EXISTENCE Download by clicking this link: http://www.uslegalforms.com/dissolution/VA/VA-Diss-termination.pdf (or paste into the address window of your internet browser)