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Corporations

P Passed

P HB459

Registered limited liability partnerships. Allows any law firm organized as a registered limited liability partnership and registered with the Virginia State Bar to serve as the registered agent of a corporation, limited liability company, limited partnership, or registered limited liability partnership. Currently, only law firms organized as professional corporations or professional limited liability companies may serve as registered agents.

Patron - Morgan

P HB662

Securities Act and Retail Franchising Act; civil penalties. Clarifies that the fines that the State Corporation Commission is authorized to impose for violations of the Securities Act and Retail Franchising Act are civil, rather than criminal, penalties.

Patron - Purkey

P HB902

Limited liability companies. Clarifies that the existing provision for the domestication of a non-United States' entity as a limited liability company (LLC) does not require the dissolution of the foreign entity in its original jurisdiction; provides that a person may be admitted to membership in an LLC without acquiring economic rights in the LLC; clarifies the status of a former member's membership interest and the status of the company after a member dissociates; makes clear that it is permissible for an operating agreement to provide for the manner in which a new member will be admitted to the LLC upon an event that terminates the membership of the last remaining member of the LLC; and adds a provision to the Revised Uniform Limited Partnership Act to declare existing law regarding a limited partner's rights upon withdrawal from a partnership.

Patron - Diamonstein

P HB1060

Trustees as registered agent; partnerships and limited liability companies. Authorizes an individual who is the trustee of a trust to be the registered agent for (i) a domestic or foreign limited partnership if the trust is general partner of such partnership; (ii) a domestic or foreign registered limited liability partnership if the trust is general partner of such partnership; or (iii) a domestic or foreign limited liability company if the trust is a member of such company.

Patron - McClure

P HB1428

Department of Professional and Occupational Regulation; certified interior designers. Allows certified interior designers to form professional corporations (PC's) and professional limited liability companies (PLLC's) and requires such entities to register with the Board for Architects, Professional Engineers, Land Surveyors, Certified Interior Designers and Landscape Architects (APELSCIDLA Board). The bill also provides that where a PC or PLLC offering the title of "certified interior designers" and also offers the professional services of architecture, engineering or land surveying, that at least two-thirds of the entity's stock be owned by an individual who is a licensee of the professional service offered.

Patron - O'Brien

P SB136

Professional corporations and professional limited liability companies; ownership of accounting firms. Permits accounting firms that are professional corporations or professional limited liability companies to issue up to 49 percent of stock or membership interests to employees who are not authorized to render the services of accounting.

Patron - Stosch

P SB207

Resignation of registered agent; failure to file certificate of change. Provides for the automatic termination of corporate existence, revocation of certificate of authority to transact business, or cancellation of certificate of limited liability company or limited partnership if an entity's registered agent has resigned and the entity does not timely appoint a new registered agent. The bill requires the SCC to mail a notice to the entity by first class mail and provides a minimum of two months for the entity to make the new appointment. Currently, the failure to timely appoint a new registered agent results in termination or revocation after the entity is cited in a rule to show cause, which is followed by the opportunity for a hearing before the Commission. The measure applies only to entities whose registered agents file a certificate of resignation on or after January 1, 2001.

Patron - Colgan

P SB217

Corporations; articles of merger. Corrects an erroneous reference by substituting the word "plan" for "amendment" in provisions addressing the consent of shareholders or members to a plan of merger or share exchange.

Patron - Miller, Y.B.

P SB325

Professional business entities. Clarifies that the articles of incorporation of a professional corporation, and articles of organization of a professional limited liability company, include a clause setting forth the entity's sole and specific purpose. The legislation also clarifies that the provisions of the Nonstock Corporation Act shall apply to nonstock professional corporations except when its provisions are in conflict with the chapter under which professional corporations are established. A similar provision currently exists with respect to the applicability of the Stock Corporation Act to stock professional corporations.

Patron - Wampler