Stock Corporation Act; establishes and modifies certain requirements thereof. (SB1285)

Introduced By

Sen. Walter Stosch (R-Glen Allen)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Virginia Stock Corporation Act. Authorizes circuit courts to appoint a custodian or receiver for a public corporation in proceedings where the directors are deadlocked or are acting fraudulently and causing irreparable injury to the corporation. The measure establishes requirements regarding approval of interested transactions involving the acquisition or conversion of shares or assets of the corporation by a person who is the beneficial owner of 20% or more of the voting power or otherwise in an interested person. Other provisions (i) modify the requirements for taking corporate actions without meetings, with the consent of shareholders; (ii) authorize corporations to engage in "householding," where one copy of notices, reports, and statements are provided for all of shareholders who share a common address, with the consent of each shareholder at the address; (iii) address giving notice of appraisal rights that may be available when certain corporate actions are proposed; and (iv) establish limitations on the ability of shareholders to contest certain fundamental transactions after shareholders have approved the corporate action. Read the Bill »


03/09/2007: signed by governor


01/10/2007Prefiled and ordered printed; offered 01/10/07 070165824
01/10/2007Referred to Committee on Commerce and Labor
01/17/2007Impact statement from SCC (SB1285)
01/24/2007Constitutional reading dispensed (40-Y 0-N)
01/25/2007Read second time
01/25/2007Reading of amendments waived
01/25/2007Committee amendments agreed to
01/25/2007Engrossed by Senate as amended SB1285E
01/25/2007Printed as engrossed 070165824-E
01/26/2007Read third time and passed Senate (38-Y 0-N)
01/26/2007Communicated to House
02/06/2007Placed on Calendar
02/06/2007Read first time
02/06/2007Referred to Committee on Commerce and Labor
02/07/2007Impact statement from SCC (SB1285E)
02/13/2007Reported from Commerce and Labor (20-Y 1-N) (see vote tally)
02/15/2007Read second time
02/16/2007Read third time
02/16/2007Passed House (94-Y 0-N)
02/22/2007Bill text as passed Senate and House (SB1285ER)
02/23/2007Signed by Speaker
02/24/2007Signed by President
02/26/2007Impact statement from SCC (SB1285ER)
03/09/2007G Approved by Governor-Chapter 165 (effective 7/1/07)
03/14/2007G Acts of Assembly Chapter text (CHAP0165)