Virginia Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Form SCC743, Articles of Dissolution of a Virginia Stock Corporation, is the first of two filings that end a domestic for-profit Virginia stock corporation. It goes to the State Corporation Commission under Virginia Code Section 13.1-743. A Virginia limited liability company cancels instead, on form LLC1050 for twenty-five dollars ($25), and a nonstock corporation has its own separate filings.

2. 2

   Order matters and so does the second step. SCC743 is filed first, which dissolves the corporation and opens the wind-up. Form SCC750, Articles of Termination of Existence, can only be filed after all assets have been distributed to creditors and shareholders and while the dissolution has not been revoked, and only the certificate of termination makes the corporate existence cease (Section 13.1-750(A) and (C)).

3. 3

   There is no tax clearance certificate to obtain and nothing to attach. A scan of the full text of Article 16 of the Virginia Stock Corporation Act, Sections 13.1-742 through 13.1-756, returns zero hits for clearance, zero for Department of Taxation and zero for tax certificate. The state-tax requirement is Article IV of form SCC750, which the signer certifies to be true under penalty of law.

4. 4

   What the Commission does police is its own ledger. Section 13.1-743(B) directs it to issue the certificate of dissolution only on finding that the corporation has paid all fees and taxes, and delinquencies thereof, imposed by laws administered by the Commission, and Section 13.1-615(B) bars it from filing any chapter document while its own assessed fees, fines, penalties or interest are outstanding.

5. 5

   Ten dollars ($10) per document under Section 13.1-616(3), so twenty dollars ($20) for the pair, and ten dollars ($10) for the short-form route. Filing through the Clerk's Information System at cis.scc.virginia.gov is processed in real time and carries no additional processing fee. Optional expedited handling costs fifty dollars ($50) or one hundred dollars ($100) for next business day and two hundred dollars ($200) for same business day, and is unavailable on paper submissions.

6. 6

   The board resolves first, then the shareholders vote. The default threshold in Section 13.1-742(E) is holders of more than two-thirds of all votes entitled to be cast, at a meeting at which a quorum exists, unless the articles of incorporation set a different vote that is not less than a majority of all votes cast by each voting group. Article III of SCC743 offers a box for unanimous shareholder consent instead.

7. 7

   Creditor notice is optional in Virginia, in two separate tracks. Written notice to a known claimant under Section 13.1-746 sets a claim deadline of not fewer than 120 days and, for a claim the corporation declines to admit, a proceeding deadline of not fewer than 180 days. Publication once in a newspaper, or conspicuous posting for at least 30 days on the corporation's own website, bars other claims three years out (Section 13.1-746.1).

Virginia Requirements for Articles of Dissolution

• No Tax Clearance Certificate and No Revenue Consent

  Virginia issues no dissolution clearance certificate and requires no Department of Taxation written consent. A scan of the full text of Article 16 of the Virginia Stock Corporation Act, Sections 13.1-742 through 13.1-756, returned 0 hits for clearance, 0 for Department of Taxation and 0 for tax certificate, and the Commission's forms ask for no such document.

• State Tax Certification Sits on Form SCC750, Not SCC743

  Section 13.1-750(B) requires a statement certifying that the corporation has filed returns and has paid all state taxes to the time of the statement. It is Article IV of form SCC750, the second filing, certified true under penalty of law by the signer. Form SCC743 contains no tax article at all. The statute permits filing returns and paying tax early so the certification can be made.

• Commission-Assessed Fees Must Be Clear Before Filing

  Section 13.1-743(B) has the Commission issue the certificate of dissolution only on finding that the corporation has paid all fees and taxes, and delinquencies thereof, imposed by laws administered by the Commission. Section 13.1-615(B) separately bars the Commission from filing any chapter document while assessed fees, fines, penalties or interest remain unpaid. The SCC743 instructions say to pay all fees and penalties before submitting.

• Form SCC743 Then Form SCC750, In That Order

  Virginia runs a two-step close. Form SCC743, Articles of Dissolution of a Virginia Stock Corporation, is filed first under Section 13.1-743. Form SCC750, Articles of Termination of Existence of a Virginia Stock Corporation, follows under Section 13.1-750 once all assets have gone to creditors and shareholders and the dissolution has not been revoked. Both are Rev. 01/26.

• $10 Each, $20 for the Pair

  Section 13.1-616(3)(d) sets $10 for articles of dissolution and Section 13.1-616(3)(f) sets $10 for articles of termination of corporate existence. The Commission's published fee table and the form faces agree, and the forms print the $20.00 total. No processing fee for filing online. Elective expedited handling is $50 or $100 next business day and $200 same business day, online only.

• More Than Two-Thirds of All Votes Entitled to Be Cast

  Section 13.1-742(A) has the board adopt a resolution and submit dissolution to the shareholders. Section 13.1-742(E) sets the default shareholder vote at holders of more than two-thirds of all votes entitled to be cast, at a meeting at which a quorum exists, unless the articles of incorporation provide otherwise and not below a majority of all votes cast by each voting group. Unanimous consent is Article III box A on SCC743.

• Creditor Notice Is Optional, With a 120 and 180 Day Pair

  Section 13.1-746(A) says a dissolved corporation may dispose of known claims by giving written notice, which must set a claim deadline of not fewer than 120 days and, for an unadmitted claim, a proceeding deadline of not fewer than 180 days. Section 13.1-746.1 allows one newspaper publication or at least 30 days of conspicuous posting on the corporation's own website, barring other claims three years out.

• Annual Registration Fees Stop Only at Termination

  Section 13.1-615(C)(1) relieves the annual registration fee for a year only where a certificate of termination of corporate existence is effective on or before the fee due date, and then has the Commission cancel the unpaid assessment. The Section 13.1-775.1 rate is $50 for 5,000 or fewer authorized shares, rising by $15 per 5,000 shares or fraction above that to a maximum of $850, plus a late penalty of 10 percent or $10, whichever is greater.