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3975 University Drive,
Suite 410, Fairfax, Virginia 22030



Is a business owner personally liable for company debts if the company’s registration lapses?

The previous two editions of the Gross & Romanick newsletter discussed the termination and dissolution of Virginia corporations and limited liability companies (LLC) (both referred to as “entities”). As discussed in those articles, the Virginia State Corporation Commission (SCC) will automatically terminate an entity’s corporate existence if the entity fails to pay its annual registration fees. This edition of the newsletter discusses the potential personal liability of the owners and managers of an entity that is so terminated. Upon the termination of an entity, whether voluntary or involuntary, individuals who enter into agreements, commit negligent acts, or take any actions on...

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Should a Virginia company formally dissolve and terminate when it is going out of business?

The process of dissolving and terminating a Virginia corporation or a Virginia limited liability company (each generically referred to in this article as an “entity”) was discussed in the January edition of this newsletter. As stated in that article, when a business owner desires to close an entity, he or she can elect to formally dissolve and terminate the entity, or simply fail to pay the annual fee owed to the State Corporation Commission (SCC) (in which event the SCC will automatically terminate the...

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What is the difference between dissolution and termination of an entity?

This article distinguishes between the terms “dissolution” and “termination” as they pertain to Virginia corporations and Virginia limited liability companies (generically referred to in this article as “entities”). These terms are often used interchangeably, but have distinct legal meanings. Dissolution is the winding up of the affairs of the entity in advance of the termination of the entity. Termination of the entity occurs when the entity ceases to legally exist. The phrase “winding up of the affairs” generally means the payment of all debts, liabilities, and obligations of the entity, and the liquidation and/or distribution of any remaining assets...

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Should I incorporate my new business entity in Delaware?

So many owners of small or mid-sized businesses ask us about the benefits of incorporating their entities (corporation or LLC) in Delaware. There is clearly an assumption in the business community that there has to be some benefit to Delaware registration. Why else would most of the Fortune 500 companies do the same? Our usual response is that for most small and medium-sized businesses headquartered outside of Delaware, it makes little economic or legal sense to incorporate in Delaware, notwithstanding the mystique surrounding a Delaware incorporation. Why are some of the largest companies in the U.S. incorporated in Delaware? Delaware has...

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