Corporations and limited liability companies; conversions, dissolution, and procedures. (SB50)

Introduced By

Sen. John Watkins (R-Midlothian)

Description

Business entities; conversions, dissolutions, and procedures.  Establishes a procedure by which a nonstock corporation may convert to a limited liability company. Other provisions of the bill update provisions of the Virginia Stock Corporation Act, Virginia Nonstock Corporation Act, and Virginia Limited Liability Company Act to (i) remove duplicative provisions addressing remote participation in meetings, (ii) prescribe requirements when the less-than-unanimous consent of shareholders is required, (iii) specify that original share transfer books are prima facie evidence of who is entitled to examine the shareholders list, (iv) specify that the articles or bylaws may prescribe qualifications to be a director, (v) clarify that only the new amendments set out in a restatement of articles of incorporation require shareholder approval, (vi) permit public corporations to satisfy requirements for providing financial statements to shareholders entitled to appraisal rights in any manner permitted by the U.S. Securities and Exchange Commission, (vii) remove the ability of a corporation to adopt a proposal to dissolve after a court has entered a purchase order, and (viii) authorize members to rescind the dissolution of a limited liability company. The measure also includes technical amendments. Amends § 13.1-1023 (“Operating agreement.”), § 13.1-654 (“Annual meeting.”), § 13.1-655 (“Special meeting.”), § 13.1-657 (“Action without meeting.”), § 13.1-661 (“Shareholders\u2019 list for meeting.”), § 13.1-674 (“Qualification of directors.”), § 13.1-711 (“Restated articles of incorporation.”), § 13.1-732 (“Notice of appraisal rights.”), § 13.1-734 (“Appraisal notice and form.”), § 13.1-737 (“Payment.”), § 13.1-749.1 (“Election to purchase in lieu of dissolution.”), § 13.1-838 (“Annual meeting.”), § 13.1-839 (“Special meeting.”), 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.