COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION (07/07) 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 corporation's circumstances. Please read both paragraphs 1 and 2 to determine which circumstance applies. 1. If the corporation 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 the attached 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. OR: 2. If the corporation has 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 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 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. 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 Commission's records, will remain liable for paying annual registration fees and will be responsible for filing annual reports until a certificate of termination of corporate existence has been recorded in the Clerk's 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, (866) 722-2551. SCC913 American LegalNet, Inc. www.FormsWorkflow.com This page intentionally left blank for purposes of printing front and back copies. Form SCC913 follows. American LegalNet, Inc. www.FormsWorkflow.com COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC913 (07/07) ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (By the initial directors or the incorporators of a Virginia nonstock corporation) The undersigned, on behalf of the nonstock corporation set forth below, pursuant to § 13.1-913 of the Code of Virginia, state(s) as follows: 1. The name of the corporation is _____________________________________________________________________________. 2. The corporation has not commenced business. 3. No debt of the corporation remains unpaid. 4. The net assets of the corporation remaining after winding up have been distributed. 5. Either: Or: A majority of the initial directors authorized the dissolution. Initial directors were not named in the articles of incorporation and have not been elected, and a majority of the incorporators authorized the dissolution. The undersigned constitute a majority of the initial directors, if any, or a majority of the incorporators. Executed in the name of the corporation by the following initial director(s) or incorporator(s): (signature[s]) (printed name[s]) (corporation’s SCC ID #) (telephone number (optional)) PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing. 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.FormsWorkflow.com INSTRUCTIONS TO FORM SCC913 This form contains the provisions required by § 13.1-913 of the Code of Virginia to be set forth in articles of termination of corporate existence of a nonstock corporation which has not 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. Paragraph 1. Insert the exact name of the corporation currently on file with the Commission. Paragraph 5. Check the box next to the statement which applies to the corporation. One statement only must apply. Note: The person(s) signing these articles certify(ies) statements 2, 3 and 4 (and all other information placed on this form) to be true, under penalty of law. A majority of the initial directors or, if there are none, a majority of the incorporators must sign the articles. Check the box indicating that the signatures and printed names are either of initial directors or of incorporators (one only must apply). Have each person sign the form and type or print his or her name next to the signature. Attach a separate sheet with additional signatures and printed names, if necessary to accommodate a majority of the required signatures. 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 Commission for filing. See § 13.1-811 of the Code of Virginia. IMPORTANT: These articles may not be filed with the Commission until all fees and penalties to be collected by the Commission under the Virginia Nonstock Corporation Act have been paid by or on behalf of the corporation; provided, however, that an assessed annual registration fee does not have to be paid if these articles are filed with an effective date that is on or before the due date of the annual registration fee payment. See § 13.1-815 of the Code of Virginia. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $10.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551. American LegalNet, Inc. www.FormsWorkflow.com