Stock and nonstock corporations; authorizes SCC to correct Commission records at any time. (SB146)

Introduced By

Sen. Walter Stosch (R-Glen Allen)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Stock and nonstock corporations. Authorizes the State Corporation Commission to correct Commission records at any time to eliminate clerical errors and eliminate filings made by a person without the authority of the stock or nonstock corporation. The current provision that bars the filing of articles of correction more than 30 days after the effective date of the certificate relating to the articles to be corrected is repealed, and the period within which a shareholder is required to file a petition asserting that a certification contains a misstatement of a material fact is increased from 10 to 30 days after the effective date of the certificate. The measure clarifies that actions required to be adopted, as well as actions required to be taken, at a shareholders meeting may be adopted or taken without a meeting. The requirement that a stock corporation give nonvoting shareholders written notice of certain actions not less than 15 days before the action becomes effective is repealed. A provision that allowed an exception to the requirement that, unless otherwise provided in the articles of incorporation, each class of share be allowed to vote as a separate voting group on a proposed amendment to the articles that would increase or decrease the aggregate number of authorized shares of the class is repealed. Other elements revise provisions relating to the time limit on the commencement of proceedings to enforce a claim against a dissolved corporation, limitations on remedial actions, maintaining records with respect to beneficial owners whose shares are held by a nominee, and proceedings to determine the security to be provided for claims involving a dissolved corporation. Read the Bill »


Bill Has Passed


01/04/2008Prefiled and ordered printed; offered 01/09/08 086980332
01/04/2008Referred to Committee on Commerce and Labor
01/14/2008Reported from Commerce and Labor with amendments (14-Y 0-N) (see vote tally)
01/16/2008Constitutional reading dispensed (39-Y 0-N) (see vote tally)
01/17/2008Read second time
01/17/2008Reading of amendments waived
01/17/2008Committee amendments agreed to
01/17/2008Engrossed by Senate as amended SB146E
01/17/2008Printed as engrossed 086980332-E
01/18/2008Read third time and passed Senate (39-Y 0-N) (see vote tally)
01/18/2008Communicated to House
01/18/2008Impact statement from SCC (SB146)
01/23/2008Impact statement from SCC (SB146E)
02/11/2008Placed on Calendar
02/11/2008Read first time
02/11/2008Referred to Committee on Commerce and Labor
02/14/2008Reported from Commerce and Labor (22-Y 0-N)
02/18/2008Read second time
02/19/2008Read third time
02/19/2008Passed House BLOCK VOTE (97-Y 0-N)
02/19/2008VOTE: BLOCK VOTE PASSAGE (97-Y 0-N)
02/20/2008Bill text as passed Senate and House (SB146ER)
02/20/2008Signed by Speaker
02/22/2008Signed by President
02/25/2008Impact statement from SCC (SB146ER)
03/02/2008G Approved by Governor-Chapter 90 (effective 7/1/08)
03/02/2008G Approved by Governor-Chapter 91 (effective 7/1/08)
03/04/2008G Acts of Assembly Chapter text (CHAP0091)