COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION (07/05) GUIDE FOR TERMINATION OF A VIRGINIA NONSTOCK CORPORATION Voluntary termination of the existence of a Virginia nonstock corporation is accomplished in one of two ways, depending upon the corporations circumstances. Please read both paragraphs 1 and 2 to determine which circumstance applies. 1. If the corporation has commenced to transact business, both articles of dissolution and articles of termination of corporate existence must be filed with the Commission, after which the Commission will issue and record a certificate of dissolution and a certificate of termination of corporate existence. a. Articles of dissolution - you may use the attached form SCC904, which contains instructions on the reverse, or prepare articles that meet the requirements of 13.1-904 of the Code of Virginia. There is a statutory fee of $10.00 for filing this document. b. Articles of termination of corporate existence - you may use form SCC912, which contains instructions on the reverse, or prepare articles that meet the requirements of 13.1- 912 of the Code of Virginia. There is a statutory fee of $10.00 for filing this document. The total amount of fees to file both articles is $20.00. OR: 2. If the corporation has not commenced to transact business, a majority of the initial directors or, if there are none, the incorporators may dissolve the corporation and terminate its existence by filing with the Commission articles of termination of corporate existence, after which the Commission will issue and record a certificate of termination of corporate existence. You may use form SCC913, which contains instructions on the reverse, or prepare articles that meet the requirements of 13.1-913 of the Code of Virginia. There is a statutory fee of $10.00 for filing this document. NOTE: The fact that a corporation has wound up its affairs and has ceased conducting business does not end its legal existence. The corporation will maintain its legal existence, will remain active on the Commissions records and will remain liable for paying annual registration fees and responsible for filing annual reports until a certificate of termination of corporate existence has been recorded in the Clerks Office of the Commission (or the corporation has otherwise ceased to exist due to automatic termination, merger, etc.). You can download these forms from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551. >>>> 2 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC904 ARTICLES OF DISSOLUTION (07/05) (nonstock corporation) The undersigned, pursuant to 13.1-904 of the Code of Virginia, exec utes these articles and states as follows: 1. The name of the corporation is ________________________________________________________________________ ___. 2. The dissolution was authorized on _____________. (date) 3. (Complete either A, B or C, below, whichever is applicable.) A. The corporations dissolution was authorized by the vote of a majorit y of the directors in office. Member action was not required because the corporation has no members or no members with voting rights. Mark this box, if applicable. B. The corporation has members having voting rights and the dissolution was authorized by the unanimous consent of the members. Mark this box, if applicable. Or C. The corporation has members having voting rights and the proposed dissol ution was submitted to the members by the board of directors in accordance with Chapter 10 o f Title 13.1 of the Code of Virginia, and the following statements apply (1, 2 & 3): Mark this box, if applicable, and complete (1) and (2). (1) A quorum existed for each voting group entitled to vote separately on dis solution. (2) Either (i) the total number of votes cast for and against dissolution b y each voting group entitled to vote separately on dissolution: Voting group Total votes FOR Total votes AGAINST _______________ _______________ ___________________ _______________ _______________ ___________________ Or (ii) the total number of undisputed votes cast for dissolution separa tely by each voting group: Voting group Total number of undisputed votes ______________ ___________________________ ______________ ___________________________ (3) The number cast for dissolution by each voting group was sufficient for approval by that voting group.Executed in the name of the corporation by: (signature) (date) (printed name) (corporate title) (corporations SCC ID #) (telephone number (optional)) The execution must be 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 . SEE INSTRUCTIONS ON THE REVERSE Provide a name and mailing address for sending correspondence regarding the filing of this document (if left blank, correspondence will be sent to the registered agent at the registered office): _________________________________________________________________________ _____________ (name) _________________________________________________________________________ _____________ (mailing address) American LegalNet, Inc. www.USCourtForms.com>>>> 3 NOTE This form contains the provisions required by 13.1-904 of the Code of Virginia to be set forth in articles of dissolution in order to dissolve a nonstock corporation which has commenced to transact business. The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. THE ISSUANCE OF A CERTIFICATE OF DISSOLUTION BY THE COMMISSION DOES NOT TERMINATE THE EXISTENCE OF THE CORPORATION. The corporation must also file articles of termination of corporate existence before the Commission can issue a certificate of ter mination of corporate existence. See 13.1-912 of the Code of Virginia. Until this is done, the corporation remains dissolved but still active on Commission records and remains lia ble for payment of annual registration fees and for filing of annual reports. INSTRUCTIONS 1. Name: Insert the exact name of the corporation as currently on file wit h the Commission. 2. Insert the date dissolution wa