Corporation Voluntary Dissolution and Closure Packet - Virginia

VIRGINIA CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent Virginia domestic stock corporation using the shareholder-approval dissolution route. Do not use for a disputed or judicial dissolution, insolvency or bankruptcy, nonstock corporation, regulated entity, merger, a corporation needing a different no-business/no-assets termination route, or an unresolved authority or ownership dispute.

Virginia uses two filings. Articles of dissolution begin the dissolved corporation's winding-up period. Corporate existence does not terminate until the State Corporation Commission issues a certificate after articles of termination are filed.

Use this packet with the universal board resolution and universal plan of dissolution and liquidation, customized to Virginia's two-step process.

1. ENTITY AND ROUTE CHECK

☐ SCC record, articles, bylaws, stock ledger, shareholder agreements, and board records reviewed.

☐ State Corporation Commission fees, taxes, and delinquencies identified.

2. VIRGINIA AUTHORIZATION GATE

Select the approval route reflected in Va. Code § 13.1-743 and Form SCC743:

☐ Unanimous shareholder consent. All shareholders unanimously authorized dissolution.

☐ Board proposal and shareholder approval — § 13.1-742. The board adopted a dissolution resolution and recommended approval or disclosed its basis for making no recommendation. Every shareholder received meeting notice stating that dissolution would be considered. At a meeting with a quorum, holders of more than two-thirds of all votes entitled to be cast approved unless the articles or board imposed a greater requirement or the articles validly supplied a different threshold or voting-group rule.

Approval record

3. FIRST FILING — ARTICLES OF DISSOLUTION

Under § 13.1-743, articles of dissolution state the corporate name, authorization date, and the unanimous-consent or board-and-shareholder authorization route. The Commission issues a certificate only after finding legal compliance and payment of Commission-administered fees, taxes, and delinquencies.

☐ Form SCC743 prepared and signed by an authorized officer.

☐ Required $10 filing fee and current submission instructions rechecked.

☐ Commission certificate of dissolution retained.

4. WINDING UP AND CLAIMS

Under § 13.1-745, the dissolved corporation continues its existence but may act only to wind up and liquidate: collect and dispose of assets, discharge or provide for liabilities, distribute remaining assets according to shareholder interests, and complete other necessary acts.

Sections 13.1-746 through 13.1-746.3 provide optional but detailed known-, other-, and contingent-claim procedures. Do not send a statutory claims notice unless Virginia counsel verifies the chosen procedure, claimant category, exact text, timing, publication or website method, reserves, and litigation consequences.

☐ Ordinary business stopped except for lawful winding-up activity.

☐ Assets, liabilities, contingent claims, litigation, contracts, taxes, payroll, benefits, guarantees, liens, and records inventoried.

☐ Remaining assets applied to claims or reasonably reserved before shareholder distributions.

Claim and reserve log

5. SECOND FILING — TERMINATION OF EXISTENCE

Under § 13.1-750, articles of termination may be filed only after all assets have been distributed to creditors and shareholders and dissolution has not been revoked. The filing must include the required state-tax return-and-payment statement. Corporate existence ceases when the Commission's certificate of termination becomes effective, subject to the statute's limited post-termination purposes.

☐ All assets paid, distributed, assigned to trustees, or handled as permitted abandoned property.

☐ Required state returns filed and state taxes paid through the statement date.

☐ Form SCC750 prepared only after the statutory asset-distribution condition is true.

☐ Required $10 filing fee and current submission instructions rechecked.

☐ Commission certificate of termination retained.

6. SEPARATE CLOSURE WORK

☐ Final payroll, wage, benefits, and employee notices completed.

☐ Federal and Virginia tax and information-return work reviewed separately.

☐ Licenses, permits, assumed names, contracts, insurance, subscriptions, utilities, and financial accounts separately closed or transferred.

☐ Foreign registrations separately withdrawn.

☐ Records retained at [LOCATION] by [CUSTODIAN] through [DATE].

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies that corporate authorization is documented; liabilities were paid or provided for before distributions; both Virginia filings were accepted; and the remaining tax, payroll, licensing, contract, account, and foreign-registration tasks are completed or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Virginia Code — Stock Corporation Act, Article 16
• Virginia Code § 13.1-750
• Virginia SCC — Forms SCC743 and SCC750

Statutes, forms, and dated filing facts verified 2026-07-29; recheck immediately before submission.