Joel D. Gusky


Article 7 of Virginia's Corporation Code, under the general heading of "dissolution", describes the various methods by which corporate existence terminates in Virginia. Although Article 7 speaks in terms of dissolution per se, in reality there are three separate and distinct forms of dissolution: (1) voluntary dissolution, (2) forfeiture, and (3) liquidation of the corporation by a court of equity upon the petition of either the stockholders or the creditors of the corporation sought to be dissolved. Each section is sui generis and has certain procedures which incorporators, the State Corporation Commission (Commission), stockholders, or creditors must follow in order to dissolve the corporation of which they are a part or of which they have a public or private interest. The procedures for each provision raise legal issues which effect, either directly or indirectly, the rights and interests of the parties described above.