P HB942

Notice and voting by electronic transmission. Allows meeting notices for stock and nonstock corporations to be given by electronic transmission. Votes of shareholders or members, as appropriate, may be submitted by electronic transmission if authorized by the corporation's board.
Patron - Morgan

P HB997

Limited liability companies. Provides for the electronic transmission of consents and proxies by members and managers of limited liability companies (LLCs). Other amendments to the Virginia Limited Liability Company Act (i) provide for member agreements regarding access to an LLC's records; (ii) enable courts to appoint liquidating trustees for LLCs that are judicially dissolved; (iii) exclude distributions made to managers and members from calculations of cash compensation made in connection with limits on liability; and (iv) clarify that a member's ability to dissociate from an LLC by submitting a resignation notice is available only if resignation of a member is provided for in the articles of organization or an operating agreement.
Patron - McDonnell

P HB1315

Professional license taxation; professional corporations and professional limited liability companies. Repeals provisions governing the determination of the revenue tax liability of shareholders in a professional corporation and members of a professional limited liability company.
Patron - Crittenden

P SB185

Virginia Stock Corporation Act. Requires articles of amendment to state, when applicable, the reason shareholder approval of the amendment was not required. Articles of restatement that are approved without shareholder approval are required to state whether the restatement includes an amendment to the corporation's articles. Foreign corporations are required to state their real names on the application for a certificate of authority, and if such a corporation is required to use a designated name in lieu of its real name, it must state its proposed designated name. The measure also corrects an incorrect citation.
Patron - Colgan

P SB241

Professional corporations. Allows professional corporations to include in their name the designations "PC," "professional corporation" or "a professional corporation." Currently, they may only use the initials "P.C." The measure also clarifies that the professional corporation designation shall not be considered in determining name availability. Other changes correct Code references and update terminology.
Patron - Wampler

P SB242

Virginia Nonstock Corporation Act. Authorizes incorporators to amend the articles of incorporation of a nonstock corporation if it has no members or directors. Other changes to the Nonstock Corporation Act (i) require articles of amendment to include a statement setting forth the reason member or director approval was not required and that any other required approval was obtained; (ii) require articles of restatement to state whether the restatement includes an amendment when approved by the directors without member action; and (iii) correct erroneous Code citations.
Patron - Wampler

P SB243

Limited liability companies; professional limited liability companies. Clarifies who must authenticate the records of a foreign limited liability company and that a foreign limited liability company's designated name must be stated on an application for registration. The payment of outstanding penalties is made a prerequisite to the filing of limited liability company documents. A partnership or limited partnership that is converting to a limited liability company is required to include in its articles of organization the date and place of its original filing. The measure also allows a professional limited liability company to use the phrase "professional limited company" or "professional limited liability company" in its name while clarifying that such phrases are disregarded when determining name availability.
Patron - Wampler

P SB254

Corporations; domestication and conversion; fees. Changes from July 1, 2002, to February 1, 2002, the effective date of legislation enacted in 2001 that adopted certain Revised Model Business Corporations Act procedures. However, only domestic corporations that were incorporated before July 1, 1970, and that are authorized to issue 5,000 or more shares may convert to limited liability company status prior to July 1, 2002. This bill has an emergency clause.
Patron - Wampler

P SB512

Virginia Business Trust Act. Authorizes the formation of business trusts in the Commonwealth, and repeals existing provisions regarding real estate investment trusts. Business trusts are unincorporated, perpetual, limited liability legal entities that may be formed to conduct any lawful business.
Patron - Stosch


© 2002 by the Division of Legislative Services.