Articles of Revocation of Dissolution (Virginia)
These are articles of revocation of dissolution of a nonstock corporation in Virginia. The form provided here is simply a sample of what the actual Form SCC905 looks like.
ARTICLES OF REVOCATION OF DISSOLUTION
(nonstock corporation)
The name of the corporation is ____________________________
The dissolution that was revoked was effective on _____________ (Date)
The revocation of dissolution was authorized on _______________ (Date)
The corporation has no members or has no members having voting rights
[___] (MARK THIS BOX, IF APPLICABLE).
The corporation has members having voting rights.
a. The revocation of dissolution was by action of the board of directors alone (i.e., without member approval), which action was permitted by the members' authorization for dissolution
[___] (MARK THIS BOX, IF APPLICABLE).
b. The revocation of dissolution was authorized by unanimous consent of the members
[___] or the proposed revocation of dissolution was submitted to the members by the board of directors in accordance with Chapter 10 of Title 13.1 of the Code of Virginia
[___] (MARK APPROPRIATE BOX).
c. A quorum existed for each voting group entitled to vote separately on revocation of dissolution and either (i) each voting group entitled to vote separately on revocation of dissolution voted as follows:
Voting Group _______________________
Total No. of Votes Cast FOR Revocation _______________________
Total No. of Votes Cast AGAINST Revocation _______________________
or
(ii) the total number of undisputed votes cast for revocation of dissolution separately by each voting group was:
Voting Group _______________________
Total No. of Undisputed Votes Cast FOR Revocation ___________
and the number cast for revocation of dissolution by each voting group was sufficient for approval by that voting group.
The undersigned chairman or vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation declares that the facts herein stated are true as of
_______________________, 20________.
________________________________________________ (Name of corporation)
By: __________________________________________ (Signature)
__________________________________________ (Printed name and corporate title)
NOTE
1. The articles cannot be filed unless the corporation has paid all fees, fines, penalties and interest assessed against it by the Commission. See Section 13.1-815 of the Code of Virginia.
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The articles must be executed in the name of the corporation by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.
2. The law requires that the information supplied by the filing party, except the signature, be typewritten or printed in black.
3. Send the articles along with the $10.00 filing fee of to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, VA 23218-1197. (Street address: 1300 East Main Street, Richmond, VA 23219). Please make check payable to the State Corporation Commission. (804) 371-9733.