Corporations and limited liability companies; conversions, dissolution, and procedures. (SB50)
Introduced By
Sen. John Watkins (R-Midlothian)
Progress
✓ |
Introduced |
✓ |
Passed Committee |
✓ |
Passed House |
✓ |
Passed Senate |
✓ |
Signed by Governor |
☐ |
Became Law |
Description
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 »
Outcome
History
Date | Action |
---|---|
01/04/2012 | Prefiled and ordered printed; offered 01/11/12 12101068D |
01/04/2012 | Referred to Committee on Commerce and Labor |
01/22/2012 | Impact statement from SCC (SB50) |
01/23/2012 | Reported from Commerce and Labor with substitute (15-Y 0-N) (see vote tally) |
01/23/2012 | Committee substitute printed 12104483D-S1 |
01/25/2012 | Constitutional reading dispensed (40-Y 0-N) (see vote tally) |
01/26/2012 | Read second time |
01/26/2012 | Reading of substitute waived |
01/26/2012 | Committee substitute agreed to 12104483D-S1 |
01/26/2012 | Engrossed by Senate - committee substitute SB50S1 |
01/27/2012 | Read third time and passed Senate (39-Y 0-N) (see vote tally) |
02/13/2012 | Placed on Calendar |
02/13/2012 | Read first time |
02/13/2012 | Referred to Committee on Commerce and Labor |
02/13/2012 | Impact statement from SCC (SB50S1) |
02/21/2012 | Reported from Commerce and Labor with amendments (21-Y 0-N) (see vote tally) |
02/23/2012 | Read second time |
02/24/2012 | Engrossed by House as amended SB50 |
02/24/2012 | Read third time |
02/24/2012 | Committee amendments agreed to |
02/24/2012 | Engrossed by House as amended |
02/24/2012 | Passed House with amendments BLOCK VOTE (98-Y 0-N) |
02/24/2012 | VOTE: BLOCK VOTE PASSAGE (98-Y 0-N) (see vote tally) |
02/28/2012 | House amendments agreed to by Senate (40-Y 0-N) (see vote tally) |
03/02/2012 | Enrolled |
03/02/2012 | Bill text as passed Senate and House (SB50ER) |
03/02/2012 | Impact statement from SCC (SB50ER) |
03/02/2012 | Signed by Speaker |
03/05/2012 | Signed by President |
04/09/2012 | G Approved by Governor-Chapter 706 (effective 7/1/12) |
04/09/2012 | G Acts of Assembly Chapter text (CHAP0706) |