Code of Virginia
Chapter 10 - Virginia Nonstock Corporation Act
§ 13.1-909. Grounds for judicial dissolution

A. The circuit court in any city or county described in subsection C 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 affairs and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the members generally, because of the deadlock, and either that the members are unable to break the deadlock or there are no members having voting rights;
b. The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
c. The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired;
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 the judgment returned unsatisfied and the corporation is insolvent; or
b. The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;
3. In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;
4. Upon application by the board of directors when it is established that circumstances make it impossible to obtain a representative vote by members on the question of dissolution and that the continuation of the business of the corporation is not in the interest of the members but it is in their interest that the assets and business be liquidated; or
5. When the Commission has instituted a proceeding for the involuntary termination of a corporate existence and entered an order finding that the corporate existence of the corporation should be terminated but that liquidation of its business and affairs should precede the entry of an order of termination of corporate existence.
B. The circuit court in the city or county named in subsection C shall have full power to liquidate the assets and business of the corporation at any time after the termination of corporate existence, pursuant to the provisions of this article upon the application of any person, for good cause, with regard to any assets or business that may remain. The jurisdiction conferred by this clause may also be exercised by any such court in any city or county where any property may be situated whether of a domestic or a foreign corporation that ceased to exist.
C. Venue for a proceeding brought under this section lies in the city or county where the corporation's principal office is or was last located, or, if none in the Commonwealth, where its registered office is or was last located.
D. It is not necessary to make directors or members parties to a proceeding to be brought under this section unless relief is sought against them individually.
E. A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation 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; 2007, c. 925.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 10 - Virginia Nonstock Corporation Act

§ 13.1-801. Short title

§ 13.1-802. Reservation of power to amend or repeal

§ 13.1-803. Definitions

§ 13.1-804. Filing requirements

§ 13.1-804.1. Filing with the Commission pursuant to reorganization

§ 13.1-805. Issuance of certificate by Commission; recordation of documents

§ 13.1-806. Effective time and date of document

§ 13.1-807. Correcting filed articles

§ 13.1-808. Evidentiary effect of copy of filed document

§ 13.1-809. Certificate of good standing

§ 13.1-810. Notices and other communications

§ 13.1-810.1. Number of members

§ 13.1-811. Penalty for signing false documents

§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized

§ 13.1-813. Hearing and finality of Commission action; injunctions

§ 13.1-814. Shares of stock and dividends prohibited

§ 13.1-814.1. Special provisions for community associations

§ 13.1-815. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions

§ 13.1-815.1. Charter and entrance fees for corporations

§ 13.1-816. Fees for filing documents or issuing certificates

§ 13.1-817. Repealed

§ 13.1-818. Incorporators

§ 13.1-819. Articles of incorporation

§ 13.1-820. Issuance of certificate of incorporation

§ 13.1-821. Liability for preincorporation transactions

§ 13.1-822. Organization of corporation

§ 13.1-823. Bylaws

§ 13.1-824. Emergency bylaws

§ 13.1-825. Purposes

§ 13.1-826. General powers

§ 13.1-827. Emergency powers

§ 13.1-828. Ultra vires

§ 13.1-829. Corporate name

§ 13.1-830. Reserved name

§ 13.1-831. Registered name

§ 13.1-832. Repealed

§ 13.1-833. Registered office and registered agent

§ 13.1-834. Change of registered office or registered agent

§ 13.1-835. Resignation of registered agent

§ 13.1-836. Service on corporation

§ 13.1-837. Members

§ 13.1-838. Annual meeting

§ 13.1-839. Special meeting

§ 13.1-840. Court-ordered meeting

§ 13.1-841. Corporate action without meeting

§ 13.1-842. Notice of meeting

§ 13.1-843. Waiver of notice

§ 13.1-844. Record date

§ 13.1-844.1. Conduct of the meeting

§ 13.1-844.2. Remote participation in annual and special meetings

§ 13.1-845. Members' list for meeting

§ 13.1-846. Voting entitlement of members

§ 13.1-847. Proxies

§ 13.1-847.1. Voting procedures and inspectors of elections

§ 13.1-848. Corporation's acceptance of votes

§ 13.1-849. Quorum and voting requirements for voting groups

§ 13.1-850. Action by single and multiple voting groups

§ 13.1-851. Change in quorum or voting requirements

§ 13.1-852. Voting for directors; cumulative voting

§ 13.1-852.1. Member or director agreements

§ 13.1-852.2. Voting agreements

§ 13.1-853. Requirement for and duties of board of directors

§ 13.1-854. Qualification of directors

§ 13.1-855. Number and election of directors

§ 13.1-856. Election of directors by certain classes of members

§ 13.1-857. Terms of directors generally

§ 13.1-858. Staggered terms of directors

§ 13.1-859. Resignation of directors

§ 13.1-860. Removal of directors

§ 13.1-861. Judicial review of elections

§ 13.1-862. Vacancy on board of directors

§ 13.1-863. Compensation of directors

§ 13.1-864. Meetings of the board of directors

§ 13.1-865. Action without meeting of board of directors

§ 13.1-866. Notice of board of directors' meetings

§ 13.1-867. Waiver of notice by director

§ 13.1-868. Quorum and voting by directors

§ 13.1-869. Committees

§ 13.1-870. General standards of conduct for directors

§ 13.1-870.1. Limitation on liability of officers and directors; exception

§ 13.1-870.2. Limitation on liability of officers and directors; additional exception

§ 13.1-871. Director conflict of interests

§ 13.1-871.1. Business opportunities

§ 13.1-872. Required officers

§ 13.1-873. Duties of officers

§ 13.1-874. Resignation and removal of officers

§ 13.1-875. Definitions

§ 13.1-876. Authority to indemnify

§ 13.1-877. Mandatory indemnification

§ 13.1-878. Advance for expenses

§ 13.1-879. Repealed

§ 13.1-879.1. Court orders for advances, reimbursement or indemnification

§ 13.1-880. Determination and authorization of indemnification

§ 13.1-881. Indemnification of officers

§ 13.1-882. Insurance

§ 13.1-883. Application of article

§ 13.1-884. Authority to amend articles of incorporation

§ 13.1-885. Amendment of articles of incorporation by directors

§ 13.1-886. Amendment of articles of incorporation by directors and members

§ 13.1-887. Voting on amendments by voting groups

§ 13.1-887.1. Amendment prior to organization

§ 13.1-888. Articles of amendment

§ 13.1-889. Restated articles of incorporation

§ 13.1-890. Repealed

§ 13.1-891. Effect of amendment of articles of incorporation

§ 13.1-892. Amendment of bylaws by board of directors or members

§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors

§ 13.1-893.1. Definitions

§ 13.1-894. Merger

§ 13.1-895. Action on plan of merger

§ 13.1-896. Articles of merger

§ 13.1-897. Effect of merger

§ 13.1-897.1. Abandonment of a merger

§ 13.1-898. Repealed

§ 13.1-898.1:1. Definitions

§ 13.1-898.2. Domestication

§ 13.1-898.3. Action on plan of domestication by a domestic corporation

§ 13.1-898.4. Articles of domestication

§ 13.1-898.5. Surrender of articles of incorporation upon domestication

§ 13.1-898.6. Effect of domestication

§ 13.1-898.7. Abandonment of domestication

§ 13.1-899. Sale of assets in regular course of business

§ 13.1-900. Sale of assets other than in regular course of business

§ 13.1-901. Sale of certain real property by incorporated educational institutions

§ 13.1-902. Dissolution by directors and members

§ 13.1-903. Dissolution by directors

§ 13.1-904. Articles of dissolution

§ 13.1-905. Revocation of dissolution

§ 13.1-906. Effect of dissolution

§ 13.1-907. Distribution and plan of distribution of assets

§ 13.1-908. Known claims against dissolved corporation

§ 13.1-908.1. Other claims against dissolved corporation

§ 13.1-908.2. Court proceedings

§ 13.1-908.3. Director duties

§ 13.1-909. Grounds for judicial dissolution

§ 13.1-910. Receivership or custodianship

§ 13.1-911. Decree of dissolution

§ 13.1-912. Articles of termination of corporate existence

§ 13.1-913. Termination of corporate existence by incorporators or initial directors

§ 13.1-914. Automatic termination of corporate existence

§ 13.1-915. Involuntary termination of corporate existence

§ 13.1-916. Reinstatement of a corporation that has ceased to exist

§ 13.1-917. Survival of remedy after termination of corporate existence

§ 13.1-918. Repealed

§ 13.1-919. Authority to transact business required

§ 13.1-920. Consequences of transacting business without authority

§ 13.1-921. Application for certificate of authority

§ 13.1-922. Amended certificate of authority

§ 13.1-923. Effect of certificate of authority

§ 13.1-924. Corporate name of foreign corporation

§ 13.1-925. Registered office and registered agent of foreign corporation

§ 13.1-926. Change of registered office or registered agent of a foreign corporation

§ 13.1-927. Resignation of registered agent of foreign corporation

§ 13.1-928. Service of process on foreign corporation

§ 13.1-928.1. Merger of foreign corporation authorized to transact business in Commonwealth

§ 13.1-928.2. Entity conversion of foreign corporation authorized to transact business in Commonwealth

§ 13.1-929. Withdrawal of foreign corporation

§ 13.1-930. Automatic revocation of certificate of authority

§ 13.1-931. Involuntary revocation of certificate of authority

§ 13.1-931.1. Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked

§ 13.1-932. Corporate records

§ 13.1-933. Inspection of records by members

§ 13.1-934. Scope of inspection right

§ 13.1-935. Court-ordered inspection

§ 13.1-935.1. Inspection of records by directors

§ 13.1-936. Annual report of domestic and foreign corporations

§ 13.1-936.1. Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely

§ 13.1-936.2. Collection of unpaid bills for registration fees

§ 13.1-937. Application to existing corporations

§ 13.1-938. Application to certain social, patriotic and benevolent societies incorporated before year 1900; reports by such societies

§ 13.1-939. Saving provision

§ 13.1-940. Repealed

§ 13.1-941. Repealed

§ 13.1-941.01. Repealed

§ 13.1-944.1. Definitions

§ 13.1-944.2. Entity conversion

§ 13.1-944.3. Plan of entity conversion

§ 13.1-944.4. Action on plan of entity conversion

§ 13.1-944.5. Articles of entity conversion

§ 13.1-944.6. Effect of entity conversion

§ 13.1-944.7. Abandonment of entity conversion

§ 13.1-945. Property title records

§ 13.1-946. Reserved