Corporations and other business entities; conversion and termination. (HB519)

Introduced By

Del. Bob Purkey (R-Virginia Beach)

Description

Corporations and other business entities; conversion and termination.  Makes provisions that set out how amended and restated articles are to be an attachment to a plan of domestication uniform across the laws regarding corporations, limited liability companies, business trusts, and limited partnerships. The changes prevent duplicate submission of the organizational instrument. The measure also (i) addresses how a federal bankruptcy court may order an entity conversion or termination of a corporation incident to reorganization; (ii) provides that a plan of entity conversion can be approved by the management or organizers of a corporation or limited liability company when the entity has no shareholders or members; (iii) provides that an application for withdrawal or cancellation of registration submitted by a foreign business entity affirms that the foreign entity is in existence and has not been merged, consolidated, or converted; and (iv) makes other technical changes. Amends § 13.1-1005 (“Fees.”), § 13.1-1056 (“Cancellation of certificate of registration.”), § 13.1-1075 (“Plan of domestication.”), § 13.1-1077 (“Articles of domestication.”), § 13.1-1204 (“Fees.”), § 13.1-1246 (“Cancellation of certificate of registration.”), § 13.1-1266 (“Plan of domestication.”), § 13.1-1268 (“Articles of domestication.”), § 13.1-604.1 (“Filings with the Commission pursuant to reorganization.”), § 13.1-616 (“Fees for filing documents or issuing certificates.”), § 13.1-722.11 (“Action on plan of entity conversion.”), § 13.1-722.2 (“Domestication.”), § 13.1-722.4 (“Articles of domestication.”), § 13.1-767 (“Withdrawal of foreign corporation.”), § 13.1-816 (“Fees for filing documents or issuing certificates.”), § 13.1-888 (“Articles of amendment.”), § 13.1-898.2 (“Domestication.”), § 13.1-898.4 (“Articles of domestication.”), § 13.1-929 (“Withdrawal of foreign corporation.”), § 50-73.17 (“Filing; fees; effective time and date.”), § 50-73.58 (“Cancellation of certificate of registration.”), of the Code of Virginia. View Full Text »

Outcome

Post a Public Comment About this Bill

No Richmond Sunlight visitors have voted on this bill yet.