76895913.1-742Virginia Decodedhttps://vacode.org2016CorporationsVirginia Stock Corporation ActDissolutionDissolution by directors and shareholdersCode 1950, § 13.1-81; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765.For a proposal to dissolve to be adopted:sectionBB1 The board of directors shall 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; andsectionB1B12 The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.sectionB2B22The board of directors may condition its submission of the proposal for dissolution on any basis.sectionCC1Unless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized 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 by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.sectionEE1Maurag, Inc. v. BertugliaCivil Action No. 4:06cv73494 F. Supp. 2d 3952007-07-16https://www.courtlistener.com/opinion/2150367/maurag-inc-v-bertuglia/ . . . in the Articles of Dissolution. Va.Code Ann. §§ 13.1-742 to -750. Mr. Bertuglia's non-use of . . . District Court, E.D. Virginiahttp://law.lis.virginia.gov/vacode/13.1-742/13.1-658Notice of meeting/13.1-658//13.1-742/13.1/9/16/13.1-74213.1-65313.1-72413.1-74313.1-99556-231.2156-503