COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION (07/05) GUIDE FOR TERMINATION OF A VIRGINIA STOCK CORPORATION Voluntary termination of the existence of a Virginia stock 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 issued shares and commenced business, both articles of dissolution and articles of termination of corporate existence must be filed with the Commission, after which the Commission will issue a nd record a certificate of dissolution and a certificate of termination of corporate existence. a. Articles of dissolution - you may use the attached form SCC743, which contains instructions on the reverse, or prepare articles that meet the requirements of 13.1-743 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 SCC750, which contains instructions on the reverse, or prepare articles that meet the requirements of 13.1- 750 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 either has not issued shares or has issued shares but has not commenced 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 SCC751, which contains instructions on the reverse, or prepare articles that meet the requirements of 13.1-751 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 SCC743 ARTICLES OF DISSOLUTION (07/05) (stock corporation) The undersigned, pursuant to 13.1-743 of the Code of Virg inia, executes these articles and states as follows:1. The name of the corporation is ______________________________________________________________________________________. 2. The dissolution was authorized by the shareholders on ________________. (date) 3. (Complete either A or B, below, whichever is applicable.) A. The dissolution was approved by unanimous consent of the shareholders. Mark this box, if applicable. OR B. The proposed dissolution was submitted to the shareholders by the board of directors in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and complete (1) and (2): (1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the dissolution were: Designation Number of outstanding shares Number of votes ________________ __________________ _______________ ________________ __________________ _______________ (2) (Complete either (i) or (ii)) (i) The total number of votes cast for and agai nst the dissolution by each voting group entitled to vote separately on the dissolution was: Voting group Total votes FOR Total votes AGAINST ________________ ___________________ __________________ ________________ ___________________ __________________ OR (ii) The total number of undisputed votes cast for the dissolution separately by each voting group was: Voting group Total number of undisputed votes ______________ _______________________ ______________ _______________________ (3) And 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 otherof 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 w ill be sent to the registered ag ent at the registered office): __________________________________ _________________________ ___________________________ (name) ______________________________________________________________________________________ (mailing address) American LegalNet, Inc. www.USCourtForms.com>>>> 3 NOTE This form contains the provisions required by 13.1-743 of the Code of Virginia to be set forth in articles of dissolution in order to dissolve a stock corporation that has issued shares and commenced 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.virgi nia.gov/division/clk/fee_bus.htm. THE ISSUANCE OF A CERTIFICATE OF DI SSOLUTION 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 termination of corporate existence. See 13.1-750 of the Code of Virginia. Until this is done, the corporation remains dissolved but still active on Commission r