Virginia Liquidation Proposal
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How to fill out Liquidation Proposal?
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FAQ
Virginia law provides for involuntary dissolution of a close corporation by its shareholders if the ?directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent.? § 13.1-747(A)(1)(b).
To dissolve your Virginia Limited Liability Company you complete and file form LLC-1050, Articles of Cancellation of a Virginia Limited Liability Company. You state on the form that you have completed winding up affairs and the instructions refer to paying all debts, liabilities and obligations of the company.
A. The board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution. 2. The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection E.
§ 13.1-743. At any time after dissolution is authorized, the corporation may dissolve by delivering to the Commission for filing articles of dissolution setting forth: 1. The name of the corporation; 2.
A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with such powers and duties as the court may direct, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full ...
If your nonprofit has members, you'll need a proposal to dissolve. If your nonprofit doesn't have members, you'll need a resolution to dissolve. In either case, you'll also likely need a plan of distribution that indicates how the nonprofit's remaining assets will be distributed after all creditors have been paid.
925. § 13.1-903. Dissolution by directors. Where there are no members, or no members having voting rights, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.