Chap. 198.—An ACT to amend and re-enact section 3811 of the Code of Vir-
ginia relating to revival of dissolved corporations, and to amend and re-enact
section 3812 of the Code of Virginia relating to the settlement of the affairs
of a corporation after dissolution. [H B 201]

Approved March 14, 1936

1. Be it enacted by the General Assembly of Virginia, That sections
thirty-eight hundred and eleven and thirty-eight hundred and twelve
of the Code of Virginia be amended and re-enacted so as to read as
follows:

Section 3811. How new charter obtained; rights of creditors.——At
any time within three years from the dissolution, expiration or revoca-
tion by operation of law of any such corporation, whether heretofore
or hereafter dissolved, expired or revoked (unless the assets of the
corporation, including its good will and the right to the use of its cor-
porate name, shall have been sold by its board of directors or in any
other manner disposed of, in which event the purchaser or purchasers
thereof shall have the right to organize a corporation for continuing
the operation and management of the same in the same manner and
to the same effect as provided by section thirty-eight hundred and
seventeen of the Code of Virginia,) said corporation may apply for
and obtain a new charter in the manner following:

The board of directors, or stockholders, holding not less than one-
tenth of the stock of a corporation, or, if the affairs of the corporation
are in the hands of a court of competent jurisdiction, the trustees or
receivers appointed by such court, shall call a meeting of the stock-
holders, the meeting to be held upon notice by publication at least six
times a week for two successive weeks prior to said meeting in some
newspaper published in the place where the principal office of said
corporation is located, or having a general circulation therein, or upon
notice in writing to each of the stockholders, to be served on him
personally or by mailing the same to him at his last known postoffice
address at least ten days prior to said meeting, which notice shall
state the time and place of said meeting, and its object. If at any such
meeting, or any adjournment thereof a majority in interest of all the
stockholders, in person or by proxy, shall vote in favor of obtaining
said new charter, a certificate shall be executed and acknowledged by
persons chosen for that purpose by the stockholders in said meeting
in the same manner and form and setting forth the same facts as the
certificate required and authorized by law to be executed and filed to
obtain a charter for a similar corporation. The name and powers of
the corporation set out in said certificate shall be the same as the name
and powers of the dissolved or expired corporation. The amount of
the capital stock shall be the same as the capital stock of said dissolved
or expired corporation. Said certificate shall further set forth the fact
that application is made for said charter for the purpose of continuing
the corporate existence and powers of said dissolved or expired cor-
poration, and in pursuance of a vote of two-thirds in interest of all
stockholders, in person or by proxy, at a meeting duly called to con-
sider the application for a new charter.

When properly signed and acknowledged, the said certificate, to-
gether with a receipt showing the payment of the fee, if any, required
by law to be paid to the State upon the charter, may be presented to
the State Corporation Commission, which shall ascertain whether the
applicants have, by complying with the requirements of the law, entitled
themselves to the charter applied for, and shall issue or refuse the same
accordingly, but it shall not issue the charter unless said applicants
produce before the commission receipts showing the payment of the
registration fee and franchise tax and any other dues to the State for
all the years since the granting of a charter in the first instance.

If the charter be issued, the said certificate, with the order thereon
of the State Corporation Commission, shall forthwith be certified as
required by law to the Secretary of the Commonwealth for recordation.
And when the said writing, with the order of the commission thereon,
shall be lodged in the office of the Secretary of the Commonwealth, the
corporate existence and powers of said corporation shall be at once
revived and continued, and shall thereafter be held by said corporation
in all respects in accordance with the terms of the said new charter
issued by the State Corporation Commission in pursuance of said cer-
tificate and the general laws governing such corporation.

No organization or other meeting of the stockholders shall be neces-
sary, and the persons named as directors shall continue as such until
changed in the manner prescribed by the by-laws, which, as well as the
common seal, shall be and remain, until properly changed, those pos-
sessed by said corporation before dissolution or expiration, and all acts
of the stockholders, directors, officers and agents of the corporation
subsequent to said dissolution or expiration shall be as valid and effec-
tive for all purposes and as to all persons, and as binding upon said
corporations as if its corporate existence had never been suspended for
any purpose, whether said acts were done or performed before or atter
the said new charter was procured, and said corporation shall succeed
to all the rights, assets, and liabilities of said dissolved or expired cor-
poration. In making reports to the State Corporation Commission, and
in all matters between such corporation and the State, the said new
charter obtained in accordance with the provisions hereof shall be
deemed to be the charter of the corporation and the date of filing and
recording the application for said new charter shall be construed to be
the date of filing and recording the articles of association of such
corporation.

Nothing in this section, however, shall be construed to in any way
impair the rights of creditors of the corporation applying for said
renewal of its charter, nor to abate any proceedings instituted by said
creditors, except that, after the granting of said new charter, the period
prior thereto during which the operations of the corporation were
suspended shall not be ground for any new proceedings to attack the
corporate existence of said corporation.

Section 3812. Directors to settle affairs after dissolution —Upon
the dissolution, expiration or revocation by operation of law of any
corporation, the directors or other governing body, by whatever name
it may be known, unless action to the contrary be taken as provided
in the following section, shall be trustees thereof, with full power to
settle the affairs, collect the outstanding debts, sell and cause to be
conveyed property, real and personal, and divide the money and other
property among the stockholders, according to their respective rights,
after paying its debts.

2. An emergency existing, this act shall be in force from its passage.