Corporations

Passed

HB439
Securities; investment advisors and representatives. Revises and clarifies the definitions of "broker-dealer," "federal covered advisor" and "investment advisor representative" within the Virginia Securities Act. The bill also provides that a federal covered advisor must file documents and pay applicable fees as required by rules and orders of the Commission in order to lawfully transact business in the Commonwealth.
Patron - Purkey

HB592
Securities; registration of investment advisor representatives. Prohibits investment advisor representatives from working for more than one investment advisor, except pursuant to Senate rules and regulations as the Virginia State Corporation Commission may prescribe. The bill also requires an investment advisor representative to notify the Commission whenever he changes his connection from one investment advisor or federal covered advisor to another.
Patron - Cantor

HB906
Limited Liability Company Act. Amends the Limited Liability Company Act by (i) providing for certificates of correction to correct a limited liability company's articles of organization, (ii) adding provisions permitting designations of officers and other agents and voting by proxy and unanimous consent, (iii) providing for events which cause disassociation of a member of a limited liability company, (iv) eliminating disassociation of a member as a cause for dissolution of a limited liability company, and (vi) permitting reinstatement of a limited liability company after cancellation of a certificate of organization. The bill also subjects members and managers of limited liability companies to the same penalties for willfully failing to pay, collect, or truthfully account for tax payments as those imposed on corporate and partnership officers, and grants the same tax credits for donations of professional services as those granted to sole proprietors and partnerships.
Patron - Diamonstein

HB1273
Virginia Revised Uniform Limited Partnership Act. Allows domestic or foreign limited partnerships to be relieved of cancellation of their certificate of registration or limited partnership and to have such certificate reinstated by paying to the State Corporation Commission a reinstatement fee of $100 and any and all registration fees and penalties that were due prior to the cancellation of the certificate. The bill provides this reinstatement for (i) limited partnerships that failed to timely remit the assessed annual registration fee, (ii) limited partnerships that dissolved after discharging all debts, liabilities, and obligations, and (iii) foreign limited partnerships that surrendered their registration. The bill also modifies the name requirements for limited partnerships that also qualify as limited liability partnerships. Under current law, limited partnerships which are also limited liability partnerships must include both indicators ("LP" and "LLP") in their names.
Patron - Bennett

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