Stock and Nonstock Corporation Acts; conforms provisions and makes technical amendments. (HB2445)

Introduced By

Del. Mark Sickles (D-Alexandria)

Description

Stock and nonstock corporations. Conforms provisions of the Stock and Nonstock Corporation Acts regarding names, mergers, and terminations with similar provisions applicable to other business entity forms, and makes technical amendments. An uncodified provision enacted in 1946 that prohibits the use of the word "redevelopment" in a corporate name that is not organized as an urban redevelopment corporation is set out. Other provisions (i) allow the filing of a foreign instrument of entity conversion to be filed without payment of a qualified foreign corporations annual registration fee on or before the due date, similar to the treatment afforded to a Virginia corporation that converts to a Virginia limited liability company; (ii) provide an exception to the requirement that a plan of merger, which is subject to an amendment, include certain provisions to protect shareholders when the plan of merger provides that the approval of all of the shareholders is required for the plans amendment; (iii) require articles of merger to include a statement that the plan of merger was adopted by the directors if shareholder approval is not required and provide that the articles are to include the date the plan was adopted by the corporation, regardless of the method of adoption; and (iv) conform provisions of the corporate law regarding the termination of corporate existence. Amends § 13.1-615 (“Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions.”), § 13.1-630 (“Corporate name.”), § 13.1-716 (“Merger.”), § 13.1-720 (“Articles of merger or share exchange.”), § 13.1-815 (“Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions.”), § 13.1-829 (“Corporate name.”), § 13.1-893.1 (“Definitions.”), § 13.1-896 (“Articles of merger.”), § 15.2-5109 (“Dissolution and termination of authority.”), of the Code of Virginia. View Full Text »

Outcome

No Richmond Sunlight visitors voted on this bill while voting was open.