Virginia § 13.1-902 - Dissolution by directors and members
Full text of Virginia Code of Virginia § 13.1-902 — Dissolution by directors and members, with citation guidance and answers to common questions.
§ 13.1-902. Dissolution by directors and members
A. Where there are members having voting rights, a corporation's board of directors may propose dissolution for submission to the members.
B. For a proposal to dissolve to be adopted:
1. The board of directors shall recommend dissolution to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members; and
2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E.
C. The board of directors may condition its submission of the proposal for dissolution on any basis.
D. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
E. Unless the board of directors, acting pursuant to subsection C, requires a greater vote, dissolution to be authorized shall have been approved by more than two-thirds of all the votes cast on the proposal to dissolve at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast by each voting group entitled to vote on the proposed dissolution at a meeting at which a quorum of the voting group exists.
Code 1950, § 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925.
Source: official Virginia text · Last verified 2026-08-27
Frequently Asked Questions About Virginia § 13.1-902
What does Code of Virginia § 13.1-902 cover?
Section 13.1-902 ("Dissolution by directors and members") is part of the Code of Virginia, the codified statutory law of Virginia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Virginia § 13.1-902?
A common citation format is "Code of Virginia § 13.1-902" (Virginia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Virginia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Virginia official source linked on this page or consult a licensed Virginia attorney.
How does Virginia § 13.1-902 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Virginia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Virginia.