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

Introduced By

Sen. John Watkins (R-Midlothian)

Progress

√
 Introduced
√
 Passed Committee
√
 Passed House
√
 Passed Senate
√
 Signed by Governor
√
 Became Law

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, § 13.1-654, § 13.1-655, § 13.1-657, § 13.1-661, § 13.1-674, § 13.1-711, § 13.1-732, § 13.1-734, § 13.1-737, § 13.1-749.1, § 13.1-838, § 13.1-839, of the Code of Virginia. View Full Text »

Outcome

Bill Has Passed

History

  • 01/04/2012 Prefiled and ordered printed; offered 01/11/12 12101068D
  • 01/04/2012 Referred to Committee on Commerce and Labor
  • 01/22/2012 Impact statement from SCC (SB50)
  • 01/23/2012 Reported from Commerce and Labor with substitute (15-Y 0-N) (see vote tally)
  • 01/23/2012 Committee substitute printed 12104483D-S1
  • 01/25/2012 Constitutional reading dispensed (40-Y 0-N) (see vote tally)
  • 01/26/2012 Read second time
  • 01/26/2012 Reading of substitute waived
  • 01/26/2012 Committee substitute agreed to 12104483D-S1
  • 01/26/2012 Engrossed by Senate - committee substitute SB50S1
  • 01/27/2012 Read third time and passed Senate (39-Y 0-N) (see vote tally)
  • 02/13/2012 Placed on Calendar
  • 02/13/2012 Read first time
  • 02/13/2012 Referred to Committee on Commerce and Labor
  • 02/13/2012 Impact statement from SCC (SB50S1)
  • 02/21/2012 Reported from Commerce and Labor with amendments (21-Y 0-N) (see vote tally)
  • 02/23/2012 Read second time
  • 02/24/2012 Engrossed by House as amended SB50
  • 02/24/2012 Read third time
  • 02/24/2012 Committee amendments agreed to
  • 02/24/2012 Engrossed by House as amended
  • 02/24/2012 Passed House with amendments BLOCK VOTE (98-Y 0-N)
  • 02/24/2012 VOTE: BLOCK VOTE PASSAGE (98-Y 0-N) (see vote tally)
  • 02/28/2012 House amendments agreed to by Senate (40-Y 0-N) (see vote tally)
  • 03/02/2012 Enrolled
  • 03/02/2012 Bill text as passed Senate and House (SB50ER)
  • 03/02/2012 Impact statement from SCC (SB50ER)
  • 03/02/2012 Signed by Speaker
  • 03/05/2012 Signed by President
  • 04/09/2012 G Approved by Governor-Chapter 706 (effective 7/1/12)
  • 04/09/2012 G Acts of Assembly Chapter text (CHAP0706)