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 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 co rporation 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. SCC751 American LegalNet, Inc. www.USCourtForms.com>>>> 2 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC751 ARTICLES OF TERMINATION OF CORPORATE EXISTENCE (07/05) By the initial directors or the incorporators of a stock corporation The undersigned, pursuant to 13.1-751 of the Code of Virginia, execute(s) these articles and state(s) as follows: 1. The name of the corporation is _____________________________________________________________________________. 2. Either: none of the shares of the corporation has been issued. Or: 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: a majority of the initial directors authorized the dissolution. Or: 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 directors or incorporators: ________________________ __________ ___________ _______________________ ________________________ __________ ___________ _______________________ ________________________ __________ ___________ _______________________ ________________________ __________ ___________ _______________________ (signature[s]) (printed name[s]) ________________________ __________ ___________ _______________________ (corporations SCC ID #) (telephone number (optional)) 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 13.1-751 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/f ee_bus.htm. INSTRUCTIONS 1. Name: Insert the exact name of the corporation as currently on file with the Commission. 2. Check at least one box next to the statement that applies to the corporation. At least one statement must apply (although both may apply). Note: The person(s) signing these articles cer tifies statements 3 and 4 (and all other information placed on this form) to be true, under penalty of law. 5. Check the box next to the statement that applies to the corporation. One statement only must apply. A majority of either the initial directors or the incorporators must execute 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 del