CHAPTER 116

An Act to amend and reenact §§ 18.1-98 and 13.1-256, as amended, of the
Code of Virginia, relating to the reinstatement of corporations dis-
solved for failure to maintain a registered office or a registered agent.

[H 427]
Approved March 4, 1968

Be it enacted by the General Assembly of Virginia:

1. That §§ 18.1-98 and 13.1-256, as amended, of the Code of Virginia,
be amended and reenacted as follows:

§ 13.1-93. Involuntary dissolution.—A corporation may be dissolved
involuntarily by order of the Commission when it finds that the corpora-
tion has continued to exceed or abuse the authority conferred upon it by
law; or has failed to maintain a registered office or a registered agent in
this State as required by law; or has failed to comply with any act re
quired by the Commission pursuant to § 13.1-133.

Before entering any such order the Commission shall issue a rule
against the corporation giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may
issue the rule on its own motion or on motion of the Attorney General.

A corporation that has been dissolved pursuant to this section for
failure to maintain a registered office or a registered agent in this State
as required by law may apply to the Commission for reinstatement with-

an ten years thereafter and the Commission shall enter an order rein-
stating the corporate existence upon receiving an annual report and a
statement on a form supplied by the Commission designating tts new
registered agent and registered office, together with payment of a rein-
statement fee of one hundred dollars plus any registration fees, penalties
and franchise taxes that may have been due before the dissolution and
any that would have become due thereafter if dissolution had not oc-
curred, together with interest to the date of the application. The appli-
cation "for reinstatement may be by letter signed by an officer or director
of the dissolved corporation and the Commission shall assess the amounts
that would have become due together with interest to the date of the
application. Upon the entry by the Commission of an order of reinstate-
ment, the corporate existence shall be deemed to have continued from
the date of dissolution except that reinstatement shall have no effect on
any question of personal liability of the directors, officers or agents in
respect to the period between dissolution and reinstatement. If the name
of a corporation that has been dissolved has been assumed or reserved
or registered by any other person or corporation, the reinstated corpora-
tion shall not engage in business until it has amended its articles of in-
corporation to change its name.

3.1-256. Involuntary dissolution—A corporation may be dis-
solved involuntarily by order of the Commission when it finds that the
corporation has continued to exceed or abuse the authority conferred
upon it by law; or has failed to maintain a registered office or a regis-
tered agent in this State as required by law; or has failed to comply with
any act required by the Commission pursuant to § 18.1-294.

Before entering any such order the Commission shall issue a rule
against the corporation giving it an opportunity to be heard and show
cause why such an order should not be entered. The Commission may
issue the rule on its own motion or on motion of the Attorney General.

A corporation that has been dissolved pursuant to this section for
failure to maintain a registered office or a registered agent in this State
as required by law may apply to the Commission for reinstatement with-
in ten years thereafter and the Commission shall enter an order retn-
stating the corporate existence upon receiving an annual report and a
statement on a form supplied by the Commission designating its new
registered agent and registered office, together with payment of a rein-
statement fee of ten dollars plus all registration fees and penalties that
were due before the dissolution and any that would have become due
thereafter if dissolution had not occurred, together with interest to the
date of the application. The application for reinstatement may be by
letter signed by an officer or director of the dissolved corporation and
the Commission shall assess the amounts that would have become due
together with interest to the date of the application. Upon the entry by
the Commission of an order of reinstatement, the corporate existence
shall be deemed to have continued from the date of dissolution except
that reinstatement shall have no effect on any question of personal liabil-
ity of the directors, officers or agents in respect to the period between
dissolution and reinstatement. If the name of a corporation that has
been dissolved has been assumed or reserved or registered by any other
person or corporation, the reinstated corporation shall not engage in
business until it has amended its articles of incorporation to change tts
name.