Corporations

Passed

P HB918

Professional corporations; professional limited liability companies. Conforms the substantive provisions that govern mergers and consolidations of professional corporations and professional limited liability companies. The measure also (i) provides a credit toward the entrance fee that is due from a foreign stock or nonstock corporation applying for a certificate of authority if it was previously a Virginia corporation; (ii) authorizes the issuance of a certificate of correction to a Virginia stock or nonstock corporation upon the filing of articles of correction that were received within 30 days of the effective date of the articles being corrected; and (iii) makes technical amendments.
Patron - Joannou

P HB926

Business entities; employing illegal aliens. Provides that the authority of certain business entities, including foreign and domestic corporations, limited liability companies, business trusts, and limited partnerships, to operate in the Commonwealth may be terminated involuntarily or revoked upon the conviction of the business entity for a violation of 8 U.S.C. § 1324a(f) (hiring or continuing to employ illegal aliens). A business entity whose authority to operate in the Commonwealth is terminated or revoked is not eligible to have that authority reinstated for a period of not less than one year. The business entity shall immediately report any such conviction to the State Corporation Commission and file with the Commission an authenticated copy of the judgment or record of conviction. This bill incorporates HB 227. This bill is identical to SB 782.
Patron - Byron

P HB1490

Foreign business entities; failure to register. Bars the successor to a foreign limited liability company, business trust or limited partnership that transacted business in the Commonwealth without registering in the Commonwealth, and the assignee of a cause of action arising out of that business, from maintaining a proceeding based on that cause of action in any court until the foreign business entity or its successor has registered with the State Corporation Commission. Similar prohibitions currently exist with respect to foreign stock and nonstock corporations.
Patron - Putney

P SB146

Stock and nonstock corporations. Authorizes the State Corporation Commission to correct Commission records at any time to eliminate clerical errors and eliminate filings made by a person without authority to act for the stock or nonstock corporation. The period within which a shareholder is required to file a petition asserting that a certification contains a misstatement of a material fact is increased from 10 to 30 days after the effective date of the certificate. The measure clarifies that actions required to be adopted, as well as actions required to be taken, at a shareholders meeting may be adopted or taken without a meeting if the action is adopted or taken by all of the shareholders entitled to vote. The requirement that a stock corporation give nonvoting shareholders written notice of certain actions not less than 15 days before the action becomes effective is repealed. A provision that allowed an exception to the requirement that, unless otherwise provided in the articles of incorporation, each class of shares be allowed to vote as a separate voting group on a proposed amendment to the articles that would increase or decrease the aggregate number of authorized shares of the class is repealed. Other elements revise provisions relating to the time limit on the commencement of proceedings to enforce a claim against a dissolved corporation, limitations on remedial actions, maintaining records with respect to beneficial owners whose shares are held by a nominee, and proceedings to determine the security to be provided for claims involving a dissolved corporation.
Patron - Stosch

P SB209

Professional corporations and professional limited liability companies. Authorizes persons or professional business entities that are duly licensed or authorized to render the professional service under the laws of the Commonwealth or the jurisdiction under whose laws the entity is formed to be shareholders of a professional corporation or members of a professional limited liability company. The requirements that at least one of the members of a professional limited liability company and that at least one shareholder of a professional corporation be licensed or otherwise legally authorized to render the service in the Commonwealth are deleted.
Patron - Stosch

P SB360

Virginia Business Trust Act. Reorganizes provisions of the Virginia Business Trust Act regarding the winding up, cancellation, and reinstatement of business trusts. The revisions to the structure of the Act conform to the organization of the Virginia Stock and Nonstock Corporation Acts. Other provisions address the involuntary cancellation and reinstatement of foreign business trusts and the cancellation of a business trust's existence. The measure also authorizes the removal of the initial registered office and registered agent information in the articles of trust if a statement of change is on file with the Commission, and makes technical clarifications.
Patron - Watkins

P SB573

Virginia Limited Liability Company Act. Reorganizes provisions of the Virginia Limited Liability Company Act regarding the winding up, cancellation, and reinstatement of limited liability companies. The revisions to the structure of the Act conform to the organization of the Virginia Stock and Nonstock Corporation Acts. Other provisions address the involuntary cancellation of domestic and foreign limited liability companies and state that upon certain events a limited liability company's existence is cancelled, rather than stating that the events result in cancellation of the company's certificate of organization. The measure also (i) provides a uniform method of reinstating a domestic limited liability company that has been canceled, (ii) authorizes the removal of the initial registered office and registered agent information in the articles of organization if a statement of change is on file with the Commission, and (iii) makes technical clarifications.
Patron - Saslaw

P SB782

Failed

F HB742

Corporations; business office of registered agent. Authorizes the business office of an individual registered agent of a corporation to be at a post office box at any post office in the Commonwealth. Such business office is not required to be identical with the corporation's registered office. If such a post office box is the registered agent's business office, then the clerk of the State Corporation Commission is an agent of the corporation for the purpose of receiving service of process.
Patron - Caputo

CONTENTS | < PREVIOUS | NEXT > | BILL INDEX

General Assembly>Division of Legislative Services>Publications>Session Summaries>2008>Corporations

E-mail Webmaster