Nonprofit Corporation Voluntary Dissolution Filing Requirements in Virginia

At a glance

Requirements one by one

Entity and agency

Sections 13.1-904 and 13.1-913 place ordinary and early nonstock-corporation filings with the State Corporation Commission. This page follows voluntary dissolution; automatic termination for missed corporate obligations uses a separate route.

Before business starts

Under § 13.1-913, a corporation that has not commenced business can use termination articles directly. The articles state that debts are paid and the remaining net assets after winding up have been distributed. Initial directors authorize by majority; incorporators use the majority route only when initial directors were neither named nor elected.

Board approval

Section 13.1-902 requires the board to recommend dissolution to voting members unless it explains a conflict of interests or other special circumstances for withholding a recommendation. The board may condition its submission. Under § 13.1-868, the ordinary board act is a majority of directors present with a quorum, subject to governing-document variations. Default quorum is a majority of the fixed or prescribed board size; a governing-document reduction cannot fall below one-third.

Section 13.1-903 expressly requires a resolution approved by a majority of directors in office when there are no members or none with voting rights. Under § 13.1-865, consent by each director is available unless the articles or bylaws require a meeting. A specially authorized less-than-unanimous consent route has notice, objection, voting, and minimum-participation conditions; it is unavailable when member approval is also required.

Members and voting groups

The current § 13.1-902 threshold is more than two-thirds of votes cast, not exactly two-thirds. The board may require more, and the articles may vary the threshold or require separate groups, with the stated majority-cast floor per entitled group. Section 13.1-849 sets the default quorum at members holding one-tenth of entitled votes represented in person or by proxy, unless the bylaws provide otherwise.

Section 13.1-841 permits unanimous written member consent without board action. It also provides an articles-authorized route using the approval sufficient if all voting members were present and voted. That route requires advance written notice at least five days before action and sufficient consents within 120 days of the earliest delivered consent. Dissolution articles must still make the applicable authorization statements required by § 13.1-904.

Notice, plan, and outside requirements

Sections 13.1-842 and 13.1-902 call for voting-member notice 25–60 days before a dissolution meeting, identifying the dissolution purpose. Section 13.1-842 alternatively permits newspaper publication once a week for two successive calendar weeks: the first publication no more than 60 days before the meeting and the second at least seven days before it.

Section 13.1-907 requires a distribution plan for transfers for which the Act requires one and allows a plan generally. Plan adoption follows the appropriate director/member or director-only route. Section 13.1-904 requires compliance with law and payment of required fees and taxes administered by the SCC before its dissolution certificate issues. The asset restrictions described below govern distribution in addition to the corporate filing.

Documents and signature

Under § 13.1-904, voting-member corporations state either unanimous consent or the board-submitted route with each entitled group's quorum and approval figures. The latter may state the votes for and against, or undisputed favorable votes with a statement that they suffice. A corporation without voting members gives that fact, the board meeting date, and majority-of-directors-in-office approval.

After all assets are distributed and dissolution remains unrevoked, § 13.1-912 requires final termination articles stating the name, completed distribution, and absence of revocation. These articles finish the ordinary sequence after dissolution.

Section 13.1-804 permits signature in the corporation's name by the chair, vice-chair, president, or another authorized officer; an incorporator supplies the alternative when directors have not been selected, and a court-appointed fiduciary signs when applicable. The signer states name and capacity. A prescribed mandatory form must be used, and the document must accompany the required filing and other applicable fees.

Fees and legal effect

Section 13.1-816(3) charges $10 for each dissolution, revocation, or termination filing. Under §§ 13.1-904 and 13.1-806, dissolution occurs when the SCC certificate becomes effective. A certificate normally takes effect at issuance; specified later effectiveness is capped at 11:59 p.m. on the fifteenth day after issuance, in Eastern Time. Current § 13.1-912 separately says corporate existence ceases upon issuance of the final termination certificate, with its preserved suits, proceedings, and appropriate corporate-action powers.

Revocation and delayed cancellation

Section 13.1-905 allows revocation before the termination certificate takes effect. Approval follows the original dissolution method unless the original member authorization reserved board-only revocation. The articles identify the corporation, dissolution effective date, revocation authorization date, any board-only authority, and the required member-approval details. The SCC issues a revocation certificate after legal compliance and payment of required fees; effective revocation relates back to the dissolution date.

Under § 13.1-806, a still-delayed certificate can instead be canceled before its effective time by a statement signed by each party to the underlying articles. That statement identifies the corporation, articles and filing date, certificate effective time, and statutory cancellation.

Winding up and assets

Section 13.1-906 permits asset collection, property disposal, discharge or provision for liabilities, distribution, and other necessary liquidation acts. It preserves corporate title, proceedings, and registered-agent authority. Under § 13.1-907, liabilities come first, followed by compliance with return conditions. Restricted charitable, religious, educational, and similar assets go to substantially similar organizations through the required plan or court direction. Other assets follow the articles, bylaws, or remaining distribution plan as specified in that section.

What trips people up

The rules change on January 1, 2027. Future § 13.1-902 ordinarily counts more than two-thirds of all votes entitled to be cast, expands meeting notice to nonvoting members, and requires the notice to explain asset distribution or how it will be determined. Future § 13.1-912 adds the incorporation date and a certification that required returns and state taxes have been filed and paid; future § 13.1-913 also adds the incorporation date to the early filing. New § 13.1-918.1 addresses preservation of charitable purposes and financial benefits in fundamental transactions. Use the currently effective text for a filing before that date and check the replacement provisions for a later filing.

Common questions

Does dissolution change the board's voting rules during liquidation? Section 13.1-906(B)(3) preserves board and member quorum and voting requirements, selection and removal rules, and bylaw-amendment provisions.

Can a director use a proxy at the board meeting? Section 13.1-868(E) generally forbids it, subject to its specified cross-referenced exception.

Statutes and sources

• Va. Code § 13.1-902 (effective until January 1, 2027) — “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.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-903 — “Where there are no members, or no members having voting rights, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-904 (effective until January 1, 2027) — “A. At any time after dissolution is approved, the corporation may dissolve by filing with the Commission articles of dissolution setting forth: 1. The name of the corporation. 2. The date dissolution was authorized. 3. Where there are members having voting rights, either (i) a statement that dissolution was authorized by unanimous consent of the members, or (ii) a statement that the proposed dissolution was submitted to the members by the board of directors in accordance with this article and a statement of (a) the existence of a quorum of each voting group entitled to vote separately on dissolution and (b) either the total number of votes cast for and against dissolution by each voting group entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution separately by each voting group and a statement that the number cast for dissolution by each voting group was sufficient for approval by that voting group. 4. Where there are no members, or no members having voting rights, then a statement of that fact, the date of the meeting of the board of directors at which the dissolution was authorized and a statement of the fact that dissolution was authorized by the vote of a majority of the directors in office. B. If the Commission finds that the articles of dissolution comply with the requirements of law and that the corporation has paid all required fees and taxes imposed by laws administered by the Commission, it shall issue a certificate of dissolution. C. A corporation is dissolved upon the effective date of the certificate of dissolution. D. For purposes of §§ 13.1-902 through 13.1-908.2 , "dissolved corporation" means a corporation whose articles of dissolution have become effective; the term includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-905 (effective until January 1, 2027) — “A. A corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence. B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, where members have votes, that authorization permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without member action. C. After the revocation of dissolution is authorized, the corporation may revoke the dissolution by filing with the Commission articles of revocation of dissolution that set forth: 1. The name of the corporation; 2. The effective date of the dissolution that was revoked; 3. The date that the revocation of dissolution was authorized; 4. If the corporation's board of directors revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and 5. If member action was required to revoke the dissolution, the information required by subdivision 3 of subsection A of § 13.1-904 . D. If the Commission finds that the articles of revocation of dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of revocation of dissolution. E. When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-906 (effective until January 1, 2027) — “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.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-907 (effective until January 1, 2027) — “A. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: 1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor; 2. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; 3. Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act or as a court may direct; 4. Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; 5. Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether issuing shares or not, as may be specified in a plan of distribution adopted as provided in this Act or as a court may direct. B. A plan providing for the distribution of assets, not inconsistent with the provisions of this Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this Act requires a plan of distribution. A plan shall be adopted in accordance with the procedures established in § 13.1-902 or 13.1-903 , as the case may be.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-913 (effective until January 1, 2027) — “A majority of the initial directors or, if initial directors were not named in the articles of incorporation and have not been elected, the incorporators of a corporation that has not commenced business may dissolve the corporation and terminate its corporate existence by filing with the Commission articles of termination of corporate existence that set forth: 1. The name of the corporation; 2. That the corporation has not commenced business; 3. That no debt of the corporation remains unpaid; 4. That the net assets of the corporation remaining after winding up have been distributed; and 5. That a majority of the initial directors authorized the dissolution or that initial directors were not named in the articles of incorporation and have not been elected and a majority of the incorporators authorized the dissolution.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-841 (effective until January 1, 2027) — “A. 1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action by the board of directors shall be required. 2. Notwithstanding subdivision 1 of this subsection, if so provided in the articles of incorporation of a corporation, corporate action required or permitted by this chapter to be taken at a meeting of members may be taken without a meeting and without prior notice, if the corporate action is taken by members who would be entitled to vote at a meeting of members having voting power to cast not fewer than the minimum number (or numbers, in the case of voting by voting groups) of votes that would be necessary to authorize or take the corporate action at a meeting at which all members entitled to vote thereon were present and voted. 3. The corporate action shall be evidenced by one or more written consents bearing the date of execution and describing the corporate action taken, signed by the members entitled to take such corporate action without a meeting and delivered to the secretary of the corporation for inclusion in the minutes or filing with the corporate records. Any corporate action taken by written consent shall be effective according to its terms when the requisite consents are in possession of the corporation. Corporate action taken under this section is effective as of the date specified therein, provided the consent states the date of execution by each member. B. If not otherwise determined under § 13.1-840 or 13.1-844 , the record date for determining members entitled to take corporate action without a meeting is the date the first member signs the consent under subsection A. No written consent shall be effective to take the corporate action referred to therein unless, within 120 days after the earliest date of execution appearing on a consent delivered to the corporation in the manner required by this section, written consents sufficient in number to take corporate action are received by the corporation. A written consent may be revoked by a writing to that effect received by the corporation prior to receipt by the corporation of unrevoked written consents sufficient in number to take corporate action. C. For purposes of this section, written consent may be accomplished by one or more electronic transmissions, as defined in § 13.1-803 . A consent signed under this section has the effect of a vote of voting members at a meeting and may be described as such in any document filed with the Commission under this chapter. D. If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote. E. If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote. F. Any person, whether or not then a member, may provide that a consent in writing as a member shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a member at such future time and (ii) the person did not revoke the consent prior to such future time.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-842 (effective until January 1, 2027) — “A. 1. A corporation shall notify members of the date, time, and place, if any, of each annual and special members' meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members' meeting to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets pursuant to § 13.1-900 , or the dissolution of the corporation shall be given not less than 25 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to members entitled to vote at the meeting. 2. In lieu of delivering notice as specified in subdivision A 1, the corporation may publish such notice at least once a week for two successive calendar weeks in a newspaper published in the city or county in which the registered office is located, or having a general circulation therein, the first publication to be not more than 60 days, and the second not less than seven days before the date of the meeting. B. Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not state the purpose or purposes for which the meeting is called. C. Notice of a special meeting shall state the purpose or purposes for which the meeting is called. D. If not otherwise fixed under § 13.1-840 or 13.1-844 , the record date for determining members entitled to notice of and to vote at an annual or special meeting is the day before the effective date of the notice to members. E. Unless the bylaws require otherwise, if an annual or special meeting is adjourned to a different date, time, or place, notice need not be given if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-844 , however, not less than 10 days before the meeting date notice of the adjourned meeting shall be given under this section to persons who are members as of the new record date.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-849 (effective until January 1, 2027) — “A. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this Act or the articles of incorporation. Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members exists with respect to that matter. B. Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting. C. Less than a quorum may adjourn a meeting. D. The election of directors is governed by § 13.1-852 .” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-865 (effective until January 1, 2027) — “A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. However, if expressly authorized in the articles of incorporation, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting by fewer than all of the directors, but not less than the greater of (i) a majority of the directors in office or (ii) a quorum of the directors as required by the articles of incorporation or bylaws, if the requisite number of directors sign a consent describing the action to be taken and deliver it to the corporation, except such action shall not be permitted to be taken without a meeting if any director objects to the taking of such proposed action. To be effective, such objection shall have been delivered to the corporation no later than ten business days after notice of the proposed action is given. The corporation shall promptly notify each director of any such objection. Any actions taken without a meeting shall comply with any voting requirements established in the articles of incorporation or bylaws. If corporate action is to be taken under this subsection by fewer than all of the directors, the corporation shall give written notice of the proposed corporate action, not less than 10 business days before the action is taken, or such longer period as may be required by the articles of incorporation or bylaws, to all directors. The notice shall contain or be accompanied by a description of the action to be taken. Notwithstanding any provision of this subsection, corporate action may not be taken by fewer than all of the directors without a meeting if the action also requires adoption by or approval of the members. B. Action taken under this section is effective when the last director, or the last director sufficient to satisfy the requirements of subsection A if action by fewer than all of the directors is authorized, signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director. C. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by the requisite number of directors. D. Any person, whether or not then a director, may provide that a consent to action as a director shall be effective at a future time, including the time when an event occurs, but such future time shall not be more than 60 days after such provision is made. Any such consent shall be deemed to have been made for purposes of this section at the future time so specified for the consent to be effective, provided that (i) the person is a director at such future time and (ii) the person did not revoke the consent prior to such future time. Any such consent may be revoked, in the manner provided in subsection C, prior to its becoming effective. E. For purposes of this section, a written consent and the signing thereof may be accomplished by one or more electronic transmissions. F. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-868 (effective until January 1, 2027) — “A. Unless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or unless otherwise specifically provided in this Act, a quorum of a board of directors consists of: 1. A majority of the fixed number of directors if the corporation has a fixed board size; or 2. A majority of the number of directors prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the corporation has a variable-range size board. B. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection A. C. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors. D. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: 1. The director objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or 2. He votes against, or abstains from, the action taken. E. Except as provided in § 13.1-852.1 , a director shall not vote by proxy. F. Whenever this Act requires the board of directors to take any action or to recommend or approve any proposed corporate act, such action, recommendation or approval shall not be required if the proposed action or corporate act is adopted by the unanimous consent of members.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-806 (effective until January 1, 2027) — “A. Except as otherwise provided in § 13.1-807 , a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time or date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter. B. Notwithstanding subsection A, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party to the articles to which the certificate relates is delivered to the Commission for filing. If the Commission finds that the statement of cancellation complies with the requirements of law, it shall, by order, cancel the certificate. C. A statement of cancellation shall contain: 1. The name of the corporation; 2. The name of the articles and the date on which the articles were filed with the Commission; 3. The time and date on which the Commission's certificate becomes effective; and 4. A statement that the articles are being canceled in accordance with this section. D. Notwithstanding subsection A, for purposes of §§ 13.1-829 and 13.1-924 , any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued. E. For articles with a delayed effective date and time, the effective date and time shall be Eastern Time.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-804(F), (H)–(J) — “The document shall be signed in the name of the domestic or foreign corporation: 1. By the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation; 2. If directors have not been selected or the corporation has not been formed, by an incorporator; or 3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. H. The person signing the document shall state beneath or opposite his signature his name and the capacity in which he signs. Any signature may be a facsimile. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification. I. If, pursuant to any provision of this Act, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form. J. The document shall be delivered to the Commission for filing and shall be accompanied by the required filing fee, and any charter or entrance fee or registration fee required by this Act.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-816(3) — “For filing any one of the following, the fee shall be $10: a. An application to reserve or to renew the reservation of a corporate name. b. A notice of transfer of a reserved corporate name. c. An application for use of an indistinguishable name. d. Articles of dissolution. e. Articles of revocation of dissolution. f. Articles of termination of corporate existence. g. An application for withdrawal of a foreign corporation. h. A notice of release of a registered name.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-912(A)–(B) (effective until January 1, 2027) — “A. When a corporation has distributed all of its assets and voluntary dissolution proceedings have not been revoked, it shall file articles of termination of corporate existence with the Commission. The articles shall set forth: 1. The name of the corporation; 2. That all the assets of the corporation have been distributed; and 3. That the dissolution of the corporation has not been revoked. B. If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence. Upon the issuance of such certificate, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this Act.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-902 (effective January 1, 2027) — “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.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-912 (effective January 1, 2027) — “A. When a corporation has distributed all of its assets and voluntary dissolution proceedings have not been revoked, it shall deliver to the Commission for filing articles of termination of corporate existence. The articles shall set forth: 1. The name of the corporation; 2. The date of its incorporation. 3. That all the assets of the corporation have been distributed to its creditors and, unless otherwise provided in the articles of incorporation or bylaws, to its members, if any; and 4. That the dissolution of the corporation has not been revoked. B. With the articles of termination of corporate existence, the corporation shall file a statement certifying that the corporation has filed required returns and has paid all required state taxes to the time of the statement. In contemplation of submitting the required statement, the corporation may file returns and pay taxes before such returns and taxes would otherwise by due. C. If the Commission finds that the articles of termination of corporate existence comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of termination of corporate existence. When the certificate is effective, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in this chapter.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-913 (effective January 1, 2027) — “A majority of the initial directors or, if initial directors were not named in the articles of incorporation and have not been elected, a majority of the incorporators of a corporation that has not commenced business may dissolve the corporation and terminate its corporate existence by filing with the Commission articles of termination of corporate existence that set forth: 1. The name of the corporation; 2. The date of its incorporation; 3. That the corporation has not commenced business; 4. That no debt of the corporation remains unpaid; 5. That the net assets of the corporation remaining after winding up have been distributed; and 6. That a majority of the initial directors authorized the dissolution or that initial directors were not named in the articles of incorporation and have not been elected and a majority of the incorporators authorized the dissolution.” Virginia Legislative Information System. Accessed 2026-09-29.

• Va. Code § 13.1-918.1 (effective January 1, 2027) — “A. Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its trust or charitable purpose by any fundamental transaction except in compliance with the laws of the Commonwealth on cy pres or otherwise dealing with the non-diversion of charitable assets. B. A person that is a member or is otherwise affiliated with a charitable corporation or other entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a fundamental transaction unless the person is itself a charitable corporation or any other entity with a charitable purpose. This subsection does not apply to receipt of reasonable compensation for services rendered. C. A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made before or after a fundamental transaction to or for a charitable corporation or other entity with a charitable purpose that is the subject of the fundamental transaction, inures to the entity as it continues in existence after the transaction if it is a charitable corporation or other entity with a charitable purpose, subject to the express terms of the will or other instrument.” Virginia Legislative Information System. Accessed 2026-09-29.

• 2026 Va. Acts ch. 393, enactment clause 4 — “That the provisions of this act shall become effective on January 1, 2027.” Virginia Legislative Information System. Accessed 2026-09-29.