Stock and nonstock corporations; authorizes SCC to correct Commission records at any time. (SB146)

Introduced By

Sen. Walter Stosch (R-Glen Allen)

Description

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 the authority of the stock or nonstock corporation. The current provision that bars the filing of articles of correction more than 30 days after the effective date of the certificate relating to the articles to be corrected is repealed, and the period within which a shareholder is required to file a petition asserting that a certification contains a misstatement of a material fact is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. 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nonvoting shareholders written notice of certain actions not less than 15 days before the action becomes effective is repealed.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 share 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amendment to the articles that would increase or decrease the aggregate number of authorized shares of the class is repealed.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. Amends § 13.1-607, § 13.1-614, § 13.1-657, § 13.1-708, § 13.1-741.1, § 13.1-746, § 13.1-746.1, § 13.1-746.2, § 13.1-770, § 13.1-771, § 13.1-807, § 13.1-813, of the Code of Virginia. View Full Text »

Outcome

History

1 vote