Stock and Nonstock Corporation Acts; conforms provisions and makes technical amendments. (HB2445)

Introduced By

Del. Mark Sickles (D-Alexandria)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Stock and nonstock corporations. Conforms provisions of the Stock and Nonstock Corporation Acts regarding names, mergers, and terminations with similar provisions applicable to other business entity forms, and makes technical amendments. An uncodified provision enacted in 1946 that prohibits the use of the word "redevelopment" in a corporate name that is not organized as an urban redevelopment corporation is set out. Other provisions (i) allow the filing of a foreign instrument of entity conversion to be filed without payment of a qualified foreign corporations annual registration fee on or before the due date, similar to the treatment afforded to a Virginia corporation that converts to a Virginia limited liability company; (ii) provide an exception to the requirement that a plan of merger, which is subject to an amendment, include certain provisions to protect shareholders when the plan of merger provides that the approval of all of the shareholders is required for the plans amendment; (iii) require articles of merger to include a statement that the plan of merger was adopted by the directors if shareholder approval is not required and provide that the articles are to include the date the plan was adopted by the corporation, regardless of the method of adoption; and (iv) conform provisions of the corporate law regarding the termination of corporate existence. Read the Bill »


Bill Has Passed


01/14/2009Prefiled and ordered printed; offered 01/14/09 090079864
01/14/2009Referred to Committee on Commerce and Labor
01/28/2009Impact statement from SCC (HB2445)
01/29/2009Reported from Commerce and Labor with substitute (22-Y 0-N) (see vote tally)
01/29/2009Committee substitute printed 090161736-H1
02/02/2009Read first time
02/03/2009Read second time
02/03/2009Committee substitute agreed to 090161736-H1
02/03/2009Engrossed by House - committee substitute HB2445H1
02/04/2009Impact statement from SCC (HB2445H1)
02/04/2009Read third time and passed House BLOCK VOTE (98-Y 0-N)
02/04/2009VOTE: BLOCK VOTE PASSAGE (98-Y 0-N) (see vote tally)
02/05/2009Constitutional reading dispensed
02/05/2009Referred to Committee on Commerce and Labor
02/23/2009Reported from Commerce and Labor (15-Y 0-N) (see vote tally)
02/24/2009Constitutional reading dispensed (39-Y 0-N) (see vote tally)
02/25/2009Read third time
02/25/2009Passed Senate (40-Y 0-N) (see vote tally)
03/04/2009Bill text as passed House and Senate (HB2445ER)
03/05/2009Impact statement from SCC (HB2445ER)
03/05/2009Signed by President
03/06/2009Signed by Speaker
03/27/2009G Approved by Governor-Chapter 216 (effective 7/1/09)
03/27/2009G Acts of Assembly Chapter text (CHAP0216)