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 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 the attached 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. American LegalNet, Inc. www.USCourtForms.com>>>> 2 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC912 ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (07/05) (nonstock corporation) The undersigned, pursuant to 13.1-912 of the Code of Virginia, executes these articles and states as follows: 1. The name of the corporation is . 2. All of the assets of the corporation have been distributed. 3. The dissolution of the corporation has not been revoked. 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 13.1-912 of the Code of Virginia to be set forth in articles of termination of corporate existence of 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. INSTRUCTIONS 1. Name: Insert the exact name of the corporation currently on file with t he Commission. 2. This statement means that the corporation has divested itself of all its assets by the payment of claims or by assignment to a trustee or trustees as directed by 13.1-907 of the Code of Virginia. If any person entitled to a share in the distribution of the assets cannot be found, the corporation may pay such share to the State Treasurer as abandoned property. See 13.1- 912 D of the Code of Virginia. 3. This statement means that the corporation has dissolved voluntarily by filing articles of dissolution pursuant to 13.1-904 of the Code of Virginia, and that the dissolut ion has not been revoked. Note: The person signing these articles certifies statements 2 and 3 (and all other information placed on this form) to be true, under penalty of law. 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 . Set forth the printed name and the corporate title below the signature. See 13.1-804 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commi ssion for filing. The Commission cannot file or issue with respect to any corporation any certificate referred to in the Virginia Nonstock Corporation Act until all fees, fines, penaltie s and interest assessed, imposed, charged or to be collected by the Commission under the Act have been paid by or on behalf of such corporation pursuant to 13.1-815 of the Code of Virg inia. IF TERMINATION OF THE CORPORATE EXISTENCE IS EFFECTIVE PRIOR TO THE ANNUAL REPORT DUE DATE (PRESCRIBED IN SUBSECTION C OF 13.1-936 OF THE CODE OF VIRGINIA) OF A GIVEN YEAR, THE CORPORATIONS ANNUAL REGISTRATION FEE ASSESSMENT FOR THAT YEAR WILL BE CANCELED; OTHERWISE, IT MUST BE PAID. See 13.1-815 of the Code of Virginia. Submit the original, signed articles to the Clerk of the State C