A. A dissolved corporation continues its corporate existence but may notcarry on any business except that appropriate to wind up and liquidate itsbusiness and affairs, including:
1. Collecting its assets;
2. Disposing of its properties that will not be distributed in kind to itsshareholders;
3. Discharging or making provision for discharging its liabilities;
4. Distributing its remaining property among its shareholders according totheir interests; and
5. Doing every other act necessary to wind up and liquidate its business andaffairs.
B. Dissolution of a corporation does not:
1. Transfer title to the corporation's property;
2. Prevent transfer of its shares or securities, although the authorizationto dissolve may provide for closing the corporation's share transfer records;
3. Subject its directors to standards of conduct different from thoseprescribed in Article 9 (§ 13.1-673 et seq.);
4. Change quorum or voting requirements for its board of directors orshareholders; change provisions for selection, resignation, or removal of itsdirectors or officers; or change provisions for amending its bylaws;
5. Prevent commencement of a proceeding by or against the corporation in itscorporate name;
6. Abate or suspend a proceeding pending by or against the corporation on theeffective date of dissolution; or
7. Terminate the authority of the registered agent of the corporation.
(Code 1950, §§ 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522.)
A. A dissolved corporation continues its corporate existence but may notcarry on any business except that appropriate to wind up and liquidate itsbusiness and affairs, including:
1. Collecting its assets;
2. Disposing of its properties that will not be distributed in kind to itsshareholders;
3. Discharging or making provision for discharging its liabilities;
4. Distributing its remaining property among its shareholders according totheir interests; and
5. Doing every other act necessary to wind up and liquidate its business andaffairs.
B. Dissolution of a corporation does not:
1. Transfer title to the corporation's property;
2. Prevent transfer of its shares or securities, although the authorizationto dissolve may provide for closing the corporation's share transfer records;
3. Subject its directors to standards of conduct different from thoseprescribed in Article 9 (§ 13.1-673 et seq.);
4. Change quorum or voting requirements for its board of directors orshareholders; change provisions for selection, resignation, or removal of itsdirectors or officers; or change provisions for amending its bylaws;
5. Prevent commencement of a proceeding by or against the corporation in itscorporate name;
6. Abate or suspend a proceeding pending by or against the corporation on theeffective date of dissolution; or
7. Terminate the authority of the registered agent of the corporation.
(Code 1950, §§ 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522.)
A. A dissolved corporation continues its corporate existence but may notcarry on any business except that appropriate to wind up and liquidate itsbusiness and affairs, including:
1. Collecting its assets;
2. Disposing of its properties that will not be distributed in kind to itsshareholders;
3. Discharging or making provision for discharging its liabilities;
4. Distributing its remaining property among its shareholders according totheir interests; and
5. Doing every other act necessary to wind up and liquidate its business andaffairs.
B. Dissolution of a corporation does not:
1. Transfer title to the corporation's property;
2. Prevent transfer of its shares or securities, although the authorizationto dissolve may provide for closing the corporation's share transfer records;
3. Subject its directors to standards of conduct different from thoseprescribed in Article 9 (§ 13.1-673 et seq.);
4. Change quorum or voting requirements for its board of directors orshareholders; change provisions for selection, resignation, or removal of itsdirectors or officers; or change provisions for amending its bylaws;
5. Prevent commencement of a proceeding by or against the corporation in itscorporate name;
6. Abate or suspend a proceeding pending by or against the corporation on theeffective date of dissolution; or
7. Terminate the authority of the registered agent of the corporation.
(Code 1950, §§ 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522.)
