CHAPTER 343

An Act to amend and reenact § 13.1-89 of the Code of Virginia, relating
to articles of dissolution of corporations. 'S 108)

Approved April 1, 1966

Be it enacted by the General Assembly of Virginia:

a That § 18.1-89 of the Code of Virginia be amended and reenacted as
ollows:

§ 13.1-89. If voluntary dissolution proceedings have not been re-
voked * and all assets of the corporation have been distributed to its cred-
ttors and stockholders, articles of dissolution shall be executed by the
corporation by its president or a vice-president and by its secretary or
an assistant secretary.* The statement shall set forth:

(a) The name of the corporation.

(b) That the Commission has theretofore filed a statement of intent
to dissolve the corporation. *
(c) That all the * assets of the corporation have been distributed
among tts creditors and stockholders.

(e) *¢%

The Commission shall not issue a certificate of dissolution until the
corporation shall have paid all fees and taxes imposed by laws administered
by the Commission. With such statement the corporation shall file a
certificate signed by the State Tax Commissioner that the corporation has
filed a return and has paid all State taxes on account of its income to the
time of the certificate. On applying for the certificate of the State Tax
Commissioner, the corporation may file returns and pay taxes before such
returns and taxes would otherwise be due.

The statement “that all the assets of the corporation have been dis-
tributed to its creditors and stockholders” means that the corporation has
divested itself of all its assets by the payment of claims or liquidating
dividends or by assignment to a trustee or trustees for the benefit of claim-
ants or stockholders. If any person described in § 55-210.6 of the Code
who is entitled to a share in the distribution of the assets cannot be found,
the corporation may thereupon, and without awaiting the expiration of
the two years mentioned in § 55-210.7, pay his share to the State Treasurer
as abandoned property on complying with all the applicable requirements
of § 55-210.12 except subparagraph (b) (4).