COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION (07/07) 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 corporation's circumstances. Please read both paragraphs 1 and 2 to determine which circumstance applies. 1. 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 the attached 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. OR: 2. 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 and record a certificate of dissolution and a certificate of termination of corporate existence. a. Articles of dissolution - you may use 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. 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. SCC751 American LegalNet, Inc. www.FormsWorkflow.com This page intentionally left blank for purposes of printing front and back copies. Form SCC751 follows. American LegalNet, Inc. www.FormsWorkflow.com COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC751 (07/07) ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (By the initial directors or the incorporators of a Virginia stock corporation) The undersigned, on behalf of the corporation set forth below, pursuant to § 13.1-751 of the Code of Virginia, state(s) as follows: 1. The name of the corporation is _____________________________________________________________________________. 2. Either: Or: None of the shares of the corporation has been issued. The corporation has not commenced business. 3. No debt of the corporation remains unpaid. 4. If shares were issued, the net assets of the corporation remaining after winding up have been distributed to the shareholders. 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 SCC751 This form contains the provisions required by § 13.1-751 of the Code of Virginia to be set forth in articles of termination to terminate the existence of a stock corporation that either has not issued shares or, if it has issued shares, has not 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.virginia.gov/division/clk/fee_bus.htm. Paragraph 1. Insert the exact name of the corporation as currently on file with the Commission. Paragraph 2. Check at least one box next to the statement that applies to the corporation. At least one statement must apply (although both may be applicable). Paragraph 5. Check the box next to the statement that applies to the corporation. statement only must apply. One Note: The person(s) signing these articles certifies statements 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 sign on one line on 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 the signatures of a majority of directors or incorporators. 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 § 13.1-612 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 Stock 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 § 13.1-615 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