Limited liability companies; parties to actions, and recordation tax exemptions. (SB794)

Introduced By

Sen. Walter Stosch (R-Glen Allen)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Limited liability companies; parties to actions, professional entities and recordation tax. Clarifies that a member of a limited liability company is not barred from being a party in an action against a limited liability company when the member has an interest in the action independent of being a member of the limited liability company. The measure also provides that (i) the terms of a limited liability company's articles of organization or operating agreement cannot alter the definition of "membership interest" as a member's share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company's assets and (ii) the term "professional corporation" shall not be deemed to include a professional limited liability company when it is used in any section of the Virginia Professional Limited Liability Company Act or in Chapter 7 of Title 13.1, which pertains to professional corporations. Finally, the measure provides that the state recordation tax levied on every deed admitted to record and on every contract or memorandum thereof relating to real or personal property admitted to record shall not apply to any deed conveying real estate or lease of real estate to the surviving or new limited partnership or business trust upon a merger to which two or more business entities are parties, or to the surviving entity of a conversion of one such entity into another such entity, or an entity that has domesticated into or out of the Commonwealth. Read the Bill »


03/12/2007: signed by governor


01/03/2007Prefiled and ordered printed; offered 01/10/07 070198824
01/03/2007Referred to Committee on Commerce and Labor
01/10/2007Impact statement from SCC (SB794)
01/17/2007Constitutional reading dispensed (39-Y 0-N)
01/17/2007VOTE: (39-Y 0-N) (see vote tally)
01/18/2007Read second time
01/18/2007Reading of amendments waived
01/18/2007Committee amendments agreed to
01/18/2007Engrossed by Senate as amended SB794E
01/18/2007Printed as engrossed 070198824-E
01/19/2007Read third time and passed Senate (38-Y 0-N)
01/19/2007Communicated to House
01/23/2007Impact statement from SCC (SB794E)
02/02/2007Placed on Calendar
02/02/2007Read first time
02/02/2007Referred to Committee on Commerce and Labor
02/08/2007Reported from Commerce and Labor (20-Y 0-N) (see vote tally)
02/12/2007Read second time
02/13/2007Read third time
02/13/2007Passed House (96-Y 2-N)
02/20/2007Bill text as passed Senate and House (SB794ER)
02/20/2007Impact statement from SCC (SB794ER)
02/20/2007Signed by President
02/20/2007Signed by Speaker
03/12/2007G Approved by Governor-Chapter 233 (effective 7/1/07)
03/15/2007G Acts of Assembly Chapter text (CHAP0233)

Duplicate Bills

The following bills are identical to this one: HB2292.