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Corporations

P Passed

P HB1791

Agricultural cooperative associations; forfeiture of equity. Authorizes the bylaws and member agreements of an agricultural cooperative association to provide that when an agricultural cooperative association holds any membership or patronage equity to the credit of a person who has not had a current address on file with the association for at least three years, then the bylaws or member agreements of the association may provide that such equity is forfeited to the association. The forfeiture will occur only following publication and an opportunity for the equity to be claimed by such person or his next of kin. If there is no such provision in the association's bylaws or member agreements, or if there is no publication, then the Uniform Disposition of Unclaimed Property Act shall apply to such equity. Any forfeiture completed by an association prior to July 1, 2001, will be effective if such transfer was in compliance with the by-laws or member agreements of the association in effect at the time of the transfer, without regard to the publication requirements set out in the bill, and such transfer will not be subject to the Uniform Disposition of Unclaimed Property Act. This bill is identical to SB 950.
Patron - Kilgore

P HB2035

Business entities; registered agent. Eliminates provisions that permit professional corporations, limited liability companies and registered limited liability partnerships registered with the Virginia State Bar to serve as registered agents for domestic and foreign stock and nonstock corporations, limited liability companies, limited partnerships, and registered limited liability partnerships. A domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, may serve as registered agent. If such an entity is appointed as registered agent, it cannot be its own registered agent and shall designate one or more natural persons to receive any process, notice or demand. Identical to SB 1001.
Patron - Bloxom

P HB2158

Virginia Securities Act; Broker-dealers. Limits the exclusion for banks and certain trust subsidiaries from the definition of a broker-dealer. Banks and trust subsidiaries will not be considered broker-dealers as a result of engaging in certain activities specified in the Securities Exchange Act of 1934. Transactions by bank pursuant to an unsolicited offer or order to buy or sell securities are exempted from registration requirements, if they are not effected by an employee of the bank who is also an employee of a broker-dealer. The measure will become effective July 1, 2002.
Patron - Morgan

P HB2162

Corporations; domestication and conversion; fees. Adopts the Revised Model Business Corporations Act procedures for (i) domestication of foreign corporations in Virginia and Virginia corporations in foreign jurisdictions and (ii) for converting domestic limited liability companies to domestic corporations and domestic corporations to domestic limited liability companies. A foreign corporation may domesticate in Virginia by complying with the laws in which the foreign corporation was incorporated and filing articles of domestication with the State Corporation Commission. A domestic corporation may domesticate in a foreign jurisdiction by having obtained board and shareholder approval of a plan of domestication and filing articles of domestication with the Commission. Domestic corporations may convert into domestic limited liability companies by obtaining board and shareholder approval of a plan of entity conversion and filing articles of entity conversion with the Commission. Domestic limited liability companies may convert into domestic corporations by obtaining member approval of a plan of entity conversion and filing articles of entity conversion with the Commission. The bill also sets forth the effects of domestication or conversion on the entity, including transfer of assets and liabilities from the converting entity to the surviving entity, continuation of legal proceedings by or against the entity, reclassification of shares and interests, and continuation of the entity without interruption since the date the original entity was organized. Fees for filing articles of domestication, entity conversion or incorporation surrender shall be the same as those for filing articles of incorporation or organization, except that the Commission may charge and collect fees for requested expedited handling of business entity filings, UCC filings, copies of records, requested expedited provision of services or issuance of certificates. The bill has an effective date of July 1, 2002.
Patron - Woodrum

P HB2235

Limited liability companies; membership and distributions. Permits formation of a limited liability company without any initial members and provides procedures and conditions for admission of members when a limited liability company has no members at the time it is formed. Restrictions on distributions by limited liability companies do not apply to payments for services or payments made in the ordinary course of business pursuant to bona fide employee compensation arrangements. The bill confirms entity status of limited liability companies notwithstanding status for income tax purposes.
Patron - Diamonstein

P SB950

Agricultural cooperative associations; forfeiture of equity. Authorizes the bylaws and member agreements of an agricultural cooperative association to provide that when an agricultural cooperative association holds any membership or patronage equity to the credit of a person who has not had a current address on file with the association for at least three years, then the bylaws or member agreements of the association may provide that such equity is forfeited to the association. The forfeiture will occur only following publication and an opportunity for the equity to be claimed by such person or his next of kin. If there is no such provision in the association's bylaws or member agreements, or if there is no publication, then the Uniform Disposition of Unclaimed Property Act shall apply to such equity. Any forfeiture completed by an association prior to July 1, 2001, will be effective if such transfer was in compliance with the bylaws or member agreements of the association in effect at the time of the transfer, without regard to the publication requirements set out in the bill, and such transfer will not be subject to the Uniform Disposition of Unclaimed Property Act. This bill is identical to HB 1791.
Patron - Colgan

P SB1001

F Failed

F SB803

Corporations; water and sewer utilities. Provides that property owners' associations that are water and sewer utilities may maintain common areas, and this shall be deemed related or incidental to its stated business as a public service company. The bill also permits nonstock corporations to engage in the business of a water utility.
Patron - Reynolds

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