Virginia Law

A. Where there are members having voting rights, a corporation's board of directors may propose dissolution for submission to the members.

B. For a proposal to dissolve to be adopted:

1. The board of directors shall recommend dissolution to the members 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 members; and

2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E.

C. The board of directors may condition its submission of the proposal for dissolution on any basis.

D. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

E. Unless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. 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.

Code 1950, § 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925.

A. Where there are members having voting rights, the board of directors may propose dissolution for submission to the members by first adopting a resolution authorizing the dissolution.

B. For a proposal to dissolve to be approved:

1. The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation, in which case the board of directors shall inform the members of the basis for that determination; and

2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E.

C. The board of directors may set conditions for the approval of the proposal for dissolution by members or on the effectiveness of the dissolution.

D. If the approval of the members is to be sought at a members' meeting, the corporation shall notify each member, regardless of whether entitled to vote, of the meeting of members at which dissolution will be submitted for approval. The notice shall state (i) that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and (ii) how the assets of the corporation will be distributed after the corporation's creditors have been paid or how the distribution of assets will be determined.

E. Unless the articles of the incorporation or bylaws provide otherwise, or the board of directors, acting pursuant to subsection C, requires a greater vote or greater quorum, or a vote by voting groups, dissolution to be authorized shall have been approved at a members' meeting at which a quorum exists by more than two-thirds of all the votes entitled to be cast on the proposal to dissolve. The articles of incorporation or bylaws 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.

Code 1950, § 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.