13.1-754 - Reinstatement of a corporation that has ceased to exist.
§ 13.1-754. Reinstatement of a corporation that has ceased to exist.
A corporation that has ceased to exist may apply to the Commission forreinstatement within five years thereafter unless the corporate existence wasterminated by order of the Commission (i) upon a finding that the corporationhas continued to exceed or abuse the authority conferred upon it by law or(ii) entered pursuant to § 13.1-749 and the circuit court's decree directingdissolution contains no provision for reinstatement of corporate existence.The Commission shall enter an order reinstating the corporate existence uponreceiving an annual report together with payment of a reinstatement fee of$100 plus all registration fees and penalties that were due before thecorporation ceased to exist and that would have become due thereafter if thecorporation had not ceased to exist. An annual report need not be submittedif such a report previously was filed during the calendar year in whichreinstatement is sought. The application for reinstatement may be by lettersigned by an officer or director of the corporation, or may be by affidavitsigned by an agent of any shareholder's interests stating that after diligentsearch by such agent no officer or director can be found. The Commissionshall assess the amounts that would have become due. Upon the entry by theCommission of an order of reinstatement, the corporate existence shall bedeemed to have continued from the date of termination of corporate existence,and any liability incurred by the corporation or a director, officer, orother agent after termination of corporate existence and before thereinstatement shall be determined as if the termination of corporateexistence had never occurred. If the name of a corporation that has ceased toexist is not distinguishable upon the records of the Commission, thereinstated corporation shall not engage in business until it has amended itsarticles of incorporation to change its name to a name that isdistinguishable upon the records of the Commission.
(Code 1950, § 13.1-92; 1956, c. 428; 1958, c. 564; 1975, c. 88; 1978, c. 804;1980, c. 654; 1982, c. 648; 1984, c. 69; 1985, c. 522; 1986, c. 234; 1988, c.405; 2004, c. 601; 2005, c. 379; 2006, c. 663.)