Chap. 315.—An ACT to amend and re-enact section 3810 of the Code of Vir-
ginia as heretofore amended, in relation to dissolution of corporations.
[H B 61]
Approved March 24, 1930

1. Be it enacted by the general assembly of Virginia, That section
thirty-eight hundred and ten of the Code of Virginia, as heretofore
amended, be amended and re-enacted so as to read as follows:

Section 3810. How corporations dissolved; continuation for the
purpose of winding up affairs; dissolution by order of court——When-
ever in the judgment of the board of directors it shall be deemed advis-
able and for the benefit of any corporation organized under the existing
laws of this State, or under any charter heretofore granted by any
court, or by the general assembly, that it shall be dissolved, a resolu-
tion to that effect shall be adopted by a majority of the whole board at
a meeting called for that purpose. Notice of such meeting of the
board shall be given in person or shall be mailed to every director at
least ten days prior to such meeting. The directors shall, within fifteen
days after the adoption of such resolution, cause notice of the adop-
tion of such resolution and of the date for meeting of stockholders
to consider the resolution to be mailed to each stockholder of record,
at least ten days before the date designated for the meeting of stock-
holders. They shall also, within fifteen days after the adoption of
such resolution, and at least ten days before the date designated for
such meeting, cause a notice of the meeting of the stockholders to be
held at the principal office of the corporation to take action upon the
resolution so adopted by the board of directors, to be published in a
newspaper in the county or city wherein the corporation shall have its
principal office, or if there be no such newspaper published in said
county or city, then in a newspaper having a general circulation therein.
On the day fixed for such meeting a majority in interest of the.stock-
holders present may adjourn to another day or time; and if at any
such meeting or adjourned meeting, two-thirds in interest of the stock-
holders shall consent that a dissolution shall take place, and signify
their consent in writing, given either in person or by proxy, such con-
sent, together with a list of the names and residences of the directors
and officers, certified by the president, secretary and treasurer, shall
be filed in the office of the clerk of the State corporation commission,
and the commission, upon being satisfied by due proof that the re-
quirements of law have been complied with, shall issue a certificate
that such consent has been filed, and thereupon the said corporation
shall stand dissolved, and the board shall proceed to settle up and ad-
just its business and affairs.

Whenever all the stockholders shall consent in writing to the disso-
lution, no meeting or notice thereof shall be necessary, but on filing the
said consent in the office of the State corporation commission, the said
commission sha!l issue a certificate of dissolution, and the said cor-
poration shall thereupon stand dissolved, and the said board shall pro-
ceed to settle up and adjust the business and affairs of the said cor-
poration; but no such dissolution shall affect the rights of any creditor
of the said corporation existing at the time of such dissolution. When-
ever a certificate of dissolution has been made by the commission, it
shall certify that fact to the secretary of the Commonwealth and to the
clerk of the court in whose office the charter is recorded, who shall
note the fact on the charter records of his office immediately after the
record of such charter. No public service corporation, however, which
is at the time actually performing any public service, shall, upon the
mere filing of such consent, stand dissolved under this section; in addi-
tion to filing such consent, such public service corporation shall publish
notice in some newspaper in or near the place where its principal of-
fice is located at least once a week for four successive weeks prior
thereto, of the date on which it proposes to file such consent to such
dissolution, and shall at the time file a petition, verified by the affidavit
of its president or one of its vice-presidents, alleging its reasons for
desiring to dissolve. Thereupon the commission shall take and pre-
serve evidence and therefrom ascertain and determine whether or not
such corporation shall be dissolved, and may issue or refuse to issue
a certificate of dissolution accordingly, and from such decision and
action of the commission, either the corporation, the Commonwealth,
or any person who has intervened and has been made a party to the
proceeding, may appeal to the supreme court of appeals, pursuant to
the general law governing appeals from the commission.

In the case of a corporation having no capital stock, the directors,
managers, trustees or other governing board, shall take the action here-
inbefore required of the board of directors, and the members of the
corporation such action as is hereinbefore required of the stockholders.

All corporations, whether they expire by their own limitations or
are otherwise dissolved, shall, nevertheless, be continued for such
length of time, not exceeding three years, from such dissolution or ex-
piration, as may be necessary for the purpose of prosecuting and de-
fending suits by or against them, and enabling them gradually to settle
and close their business, to dispose of and convey their property, and
to divide their capital, but not for the purpose of continuing the busi-
ness for which said corporation shall have been established. If the
affairs of any such corporation shall not be wound up by its directors
within three years from such dissolution or expiration, they shall be
wound up in the manner provided by section thirty-eight hundred and
thirteen.

Whenever the principal purpose for which such corporation was
formed has failed, or the management of the corporation has been
abandoned by its officers and directors, or when operations under the
charter have been suspended or abandoned for a period of three years,
or the corporation has become insolvent, it shall be lawful for the cir-
cuit court of the county, or the circuit court of the city, or other court
having chancery jurisdiction in the city, wherein the principal office
of such corporation is located, sitting in chancery, to wind up and dis-
solve such corporation, and after requiring payment of all taxes, fees
and penalties due by it, make such disposition of its assets as may be
just and equitable, in a suit brought by a stockholder or stockholders
holding at least one-fourth of the capital stock of the corporation.
Within thirty days from such dissolution, the clerk of the court enter-
ing such decree of dissolution shall certify that fact, together with the
style of the case and the date of the decree, to the State corporation
commission. Any failure of such clerk so to do shall subject him to
a fine of not less than ten dollars nor more than one hundred dollars,
to be imposed by the State corporation commission.

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