§ 13-1-745

A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:\n1. Collecting its assets;\n2. Disposing of its properties that will not be distributed in kind to its shareholders;\n3. Discharging or making provision for discharging its liabilities;\n4. Making distributions of its remaining assets among its shareholders according to their interests; and\n5. Doing every other act necessary to wind up and liquidate its business and affairs.\nB. Dissolution of a corporation does not:\n1. Transfer title to the corporation's property;\n2. Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;\n3. Subject its directors to standards of conduct different from those prescribed in Article 9 (§ 13.1-673 et seq.);\n4. Change (i) quorum or voting requirements for its board of directors or shareholders; (ii) provisions for selection, resignation, or removal of its directors or officers; or (iii) provisions for amending its bylaws;\n5.

r voting requirements for its board of directors or shareholders; (ii) provisions for selection, resignation, or removal of its directors or officers; or (iii) provisions for amending its bylaws;\n5. Prevent commencement of a proceeding by or against the corporation in its corporate name;\n6. Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or\n7. Terminate the authority of the registered agent of the corporation.\nC. A distribution in liquidation under this section may only be made by a dissolved corporation. For purposes of determining the shareholders entitled to receive a distribution in liquidation, the board of directors may fix a future date as a record date. If the board of directors does not fix a record date for the determination, the record date is the date the board of directors authorizes the distribution.\nCode 1950, §§ 13.1-83, 13.1-84; 1956, c. 428; 1985, c. 522; 2019, c. 734.