CODE OF VIRGINIA

EFFECT OF DISSOLUTION (§ 13.1-906)

A. A dissolved corporation continues its corporate existence but may not
transact any business except that appropriate to wind up and liquidate its
business and affairs, 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 and
   affairs.

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 those
   prescribed in § 13.1-870;

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

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

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

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

HISTORY: 1985, c. 522; 2007, c. 925.