VirginiaVirginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.
What it does
Virginia Nonstock Corporation Act. Provides for numerous revisions to the Virginia Nonstock Corporation Act. Among other revisions, the bill (i) authorizes certain actions to derive from its bylaws in addition to its articles of incorporation, (ii) makes changes to the process of amending articles of incorporation and bylaws, (iii) authorizes inclusion of an exclusive forum provision in the bylaws, (iv) permits transfer of membership interests, (v) authorizes members to bring derivative proceedings, (vi) permits a court to remove a director in certain circumstances, (vii) provides for abandonment of an amendment or restatement of the articles of incorporation, (viii) extends the current provisions related to mergers to include interest exchanges and to provide for parent-subsidiary mergers, (ix) replaces existing provisions on conversion with provisions based on the Virginia Stock Act, and (x) adds provisions governing charitable corporations and charitable assets, including the authority of the Office of the Attorney General with respect to such.
More detail
The bill includes technical amendments and has a delayed effective date of January 1, 2027. This bill is identical to SB 246.
Where do you stand?
Choose your position
Tell your reps
Take a position to see your representatives and ways to contact them.
Where it stands
- Introduced
- Passed House
- Passed Senate
- To Governor
- Became Law
Looking ahead
No hearings or votes scheduled.
History
- 2026
- Apr 8Acts of Assembly Chapter text (CHAP0393)Latest
- Apr 8Approved by Governor Abigail Spanberger-Chapter393 (Effective 1/1/2027)Became Law
- Apr 6Fiscal Impact Statement from State Corporation Commission (HB439)
- Mar 31Governor's Action Deadline 11:59 p.m., April 13, 2026To Governor
- Mar 31Enrolled Bill communicated to Governor on March 31, 2026Minor
- Mar 31Signed by SpeakerMajor
- Mar 30Signed by PresidentMajor
- Mar 30Bill text as passed House and Senate (HB439ER)Major
- Mar 30EnrolledMinor
- Mar 12Senate amendments agreed to by House (98-Y 0-N 0-A)Major
- Vote recorded H VOTE:. Result: pass.Lower
- Mar 11Passed Senate with amendments Block Vote (40-Y 0-N 0-A)Major
- Vote recorded Reconsider R. Result: pass.Upper
- Vote recorded Passage R. Result: pass.Upper
- Vote recorded Passage R. Result: pass.Upper
- Mar 11Reconsideration of Senate passage agreed to by Senate Block Vote (40-Y 0-N 0-A)
- Mar 11Passed Senate with amendments Block Vote (39-Y 0-N 0-A)Major
- Mar 11Engrossed by Senate as amended
- Mar 11Commerce and Labor Amendment agreed toMajor
- Mar 11Read third timeMinor
- Mar 10Passed by for the day (Voice Vote)
- Vote recorded Constitutional reading dispensed (on 2nd reading). Result: pass.Upper
- Mar 10Constitutional reading dispensed (on 2nd reading) (37-Y 0-N 0-A)
- Mar 10Rules suspended
- Mar 9Senate committee offered
- Vote recorded Reported from Commerce and Labor with amendments. Result: pass.Upper
- Mar 9Reported from Commerce and Labor with amendments (13-Y 0-N)Minor
- Feb 5Referred to Committee on Commerce and LaborMinor
- Feb 5Constitutional reading dispensed (on 1st reading)
- Feb 4Passed House (98-Y 0-N 0-A)Passed Senate
- Vote recorded H VOTE:. Result: pass.Lower
- Vote recorded H VOTE:. Result: pass.Lower
- Feb 4Reconsideration of passage agreed to by House
- Feb 4Read third time and passed House (97-Y 1-N 0-A)Passed House
- Feb 3Engrossed by House - committee substituteMajor
- Feb 3committee substitute agreed toMajor
- Feb 3Read second timeMinor
- Feb 2Fiscal Impact Statement from State Corporation Commission (HB439)
- Feb 2Read first timeMinor
- Jan 29Committee substitute printed 26106243D-H1Major
- Vote recorded Reported from Labor and Commerce with substitute. Result: pass.Lower
- Jan 29Reported from Labor and Commerce with substitute (22-Y 0-N)Minor
- Jan 27Subcommittee recommends reporting with substitute (9-Y 0-N)Major
- Vote recorded Subcommittee recommends reporting with substitute. Result: pass.Lower
- Jan 27House subcommittee offered
- Jan 26Fiscal Impact Statement from State Corporation Commission (HB439)
- Jan 22Assigned HCL sub: Subcommittee #1Minor
- Jan 20Referred from General Laws and referred to Labor and Commerce (Voice Vote)Minor
- Jan 12Referred to Committee on General LawsMinor
- Jan 12Prefiled and ordered printed; Offered 01-14-2026 26105342DIntroduced