Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
§ 13.1-906. Effect of dissolution.
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.
1985, c. 522; 2007, c. 925.
