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

Introduced By

Sen. John Watkins (R-Midlothian)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


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. Read the Bill »


Bill Has Passed


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


This bill was discussed on the floor of the General Assembly. Below is all of the video that we have of that discussion, 1 clip in all, totaling 55 seconds.