Corporations

Passed

P HB342

Business entities; conversions; mergers; registration. Requires different business entities involved in conversions or mergers to make certain filings with the State Corporation Commission. The bill expands what must be included in the application for registration, reentry, or reinstatement that must be filed with the Commission in order for a foreign business entity to transact business in Virginia. The bill also includes technical amendments.
Patron - Kilgore

P HB884

Nonstock corporations; terms of directors. Provides that where the articles of incorporation of a nonstock corporation are silent, the term of a director elected by the board of directors to fill a vacancy expires at the next meeting at which directors are elected. Current law contains no provision allowing the articles of incorporation to govern this matter.
Patron - Plum

P HB1183

Limited Liability Company Act; registered agents. Permits a member or manager of a limited liability company that is a member or manager of a new or existing limited liability company to be the registered agent for the limited liability company. This provision is consistent with similar provisions applicable to limited partnerships, registered limited liability partnerships, and business trusts.
Patron - Bryant

P HB1187

State Corporation Commission refunds. Authorizes the State Corporation Commission, relative to the Virginia Limited Liability Company Act, the Virginia Business Trust Act, the Virginia Revised Uniform Limited Partnership Act, and the Virginia Uniform Partnership Act, to refund any overpayment of fees, or fees collected for a document that is not accepted for filing, within one year from the date of the payment of the fee. The Commission is currently authorized to make such refunds under the Virginia Stock and Nonstock Corporation Acts.
Patron - Bryant

P SB131

Corporations; articles of termination of corporate existence. Specifies the classes of persons entitled to receive payments when a corporation divests itself of all of its assets. The bill also makes technical amendments relating to articles of termination of corporate existence of stock and nonstock corporations.
Patron - Miller

P SB538

Business entities. Clarifies that liabilities incurred by a corporation, limited partnership, limited liability company, business trust, or limited liability partnership, or its member, officer, director or other agent, after an administration termination of existence and before the entity's reinstatement shall be determined as if the termination of the entity's existence had not occurred. The changes also (i) authorize limited liability company operating agreements to provide for contractual appraisal rights, arbitration and exclusive jurisdiction, and multiple classes of members and managers; (ii) clarify the ability of limited liability companies to indemnify members, managers, and other agents; (iii) permit limited liability companies to engage in any business, purpose, or activity, regardless of whether the activity constitutes a business; and (iv) conform charging order provisions of the limited liability company, limited partnership, and partnership statutes. Also makes other technical changes to the limited liability company, partnership, and limited partnership acts.
Patron - Stosch

Carried Over

C SB240

Business entities; fictitious names. Eliminates the requirement that certain business entities file a fictitious name certificate in each locality in whose jurisdiction business is transacted. A local filing will still be required for business conducted by individuals or general partnerships. The bill also requires registered limited liability partnerships that transact business under an assumed or fictitious name to execute and file a fictitious name certificate.
Patron - Norment

C SB564

Uniform Securities Act. Adopts the Uniform Securities Act as recommended by the National Conference of Commissioners on Uniform State Laws.
Patron - Stosch

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