P Passed

P HB1873
Securities; exemptions from registration. Authorizes the Virginia State Corporation Commission (SCC) to broaden, narrow or further condition the limited offering exemption contained in the Virginia Securities Act. The bill permits the SCC to exclude by regulation certain categories of investors from the 35-purchaser count and clarifies that registered broker-dealers may participate on behalf of the issuer of the security. Additional provisions authorize the SCC to (i) broaden the exemption section to allow participation of directors (including nonemployee directors) in a covered benefit plan and (ii) create by regulation an exemption for offers and sales solely to "accredited investors."
Patron - Callahan

P HB2408
Professional corporations; transfer of shares to charitable remainder trusts. Authorizes shareholders of professional corporations to transfer their shares in such corporations to a charitable remainder trust. The bill conditions such a transfer upon the requirement that the income beneficiaries and trustees of the charitable remainder trust must be eligible to render the same professional services as the shareholders of the corporation. Additionally, the charitable remaindermen must be domiciled or maintain a local chapter in Virginia. The bill adopts the definitions of "qualified charitable remainder trust" contained in § 664 of the United States Internal Revenue Code of 1986, as amended. The bill also incorporates parallel provisions into the Professional Limited Liability Company act.
Patron - Bryant

P HB2441
Corporations; shareholder action without meeting; prior notice. Streamlines procedures governing the actions of corporate shareholders without a meeting.
Patron - Cantor

P HB2539
Professional corporations; licensed nurse practitioners. Allows nurse practitioners to organize professional corporations and professional limited liability corporations.
Patron - Clement

P HB2719
Corporations; proxies; electronic and other authorizations. Broadens the proxy provisions of the Virginia Nonstock Corporation Act to permit proxy appointment by written authorization, telegram, cablegram or other electronic means. Under current law, proxy appointment can be accomplished only through written authorizations signed by nonstock corporation members entitled to vote. The bill also stipulates that a fiduciary entitled to vote shares may vote them by proxy.
Patron - Cantor

P HB2721
Corporations; electronic notification of shareholders' meetings. Authorizes corporations with 300 or more shareholders to notify shareholders of annual and special shareholders' meetings by electronic means. The authorization is effective as to those shareholders who direct such a corporation to send them meeting notices in electronic format. Shareholders are permitted to provide this direction in written or electronic form.
Patron - Cantor

P SB958
Corporations; dissenter's rights. Prohibits shareholders of tax exempt stock corporations located in a county having a county manager form of government from dissenting and obtaining payment for their shares.
Patron - Stosch

P SB1194
Limited liability companies; contributions by members. Establishes conditions under which a member who is a professional business entity can make its contribution to a limited liability company in the form of assets for which a project application has been approved.
Patron - Trumbo

F Failed

F HB1680
Securities; definition of investment adviser. Amends the definition of "investment adviser" to exclude persons exempt from registration under the federal Investment Advisers Act of 1940 or any rule or regulation promulgated pursuant to such federal law.
Patron - Cantor


© 1999 by the Division of Legislative Services.