Virginia Stock Corporation Act; modernizes and updates Act. (HB2478)

Introduced By

Del. Terry Kilgore (R-Gate City)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


Virginia Stock Corporation Act. Updates and modernizes the Virginia Stock Corporation Act (the Act) to conform to many provisions of the 2016 revision of the Model Business Corporation Act produced by the Corporate Laws Committee of the American Bar Association's Business Law Section. The Act is amended to, among other things, (i) provide corporations greater authorization to combine with or convert into noncorporate entities, whether domiciled in Virginia or in another jurisdiction; (ii) provide that a combination or conversion with a business entity that would expose a shareholder to personal liability for the entity's liabilities requires the prior consent of each affected shareholder; (iii) define "expenses" as including reasonable expenses of any kind, including attorney fees; (iv) specify that notices to a corporation be delivered to the corporation's secretary; (v) add an article that establishes processes a corporation may follow to correct a failure to properly authorize a corporate actor an over-issuance of shares; (vi) confirm that a corporation's designation of an exclusive forum for resolution of internal corporate claims trumps any other provision in the Act that permits the action to be brought in another forum; (vii) authorize the articles of incorporation to provide whether shareholders have the right to cumulate their votes in the election of directors; (viii) require that the plaintiff in a derivative suit be a shareholder at the time he made the requisite demand on the corporation to take suitable action, as well as at the time of the commencement of, and during, the proceeding; (ix) clarify that if a shareholder demand for a derivative suit is rejected and a derivative suit is commenced, the plaintiff's right of discovery is limited to facts that are alleged with particularity in the complaint; (x) permit the appropriate circuit court to remove a director who has defrauded the corporation, grossly abused his power, or intentionally inflicted harm to the corporation; (xi) provide officers with protection from liability to the extent that they relied in good faith on the advice or performance of others; (xii) spell out the relief that a court can grant in a proceeding by a director or officer for advance, reimbursement, or indemnity; (xiii) establish a process by which a corporation may abandon an amendment or restatement of its articles of incorporation after it has been adopted by shareholders but prior to its effective date; (xiv) reduce the amount of detail that is required to be included in the articles of amendment regarding the shareholder vote to approve an amendment of the articles of incorporation; (xv) establish requirements for approval of a plan of domestication or conversion by the holders of outstanding shares of each class and series voting as separate voting groups; (xvi) permit a domestic corporation to convert to a type of eligible entity, including a nonstock corporation, partnership, or limited liability company, other than only a limited liability company as is currently permitted; (xvii) limit the appraisal rights on the sale of substantially all assets to a sale to an interested person; (xviii) provide appraisal rights on a conversion to any unincorporated entity; and (xix) permit a corporation to impose reasonable restrictions on the confidential use and distribution of financial statements and other records that a shareholder receives in the exercise of inspection rights. The measure incudes technical changes. Several provisions have a delayed effective date of July 1, 2020. Read the Bill »


Bill Has Passed


01/09/2019Prefiled and ordered printed; offered 01/09/19 19102512D
01/09/2019Referred to Committee on Commerce and Labor
01/16/2019Impact statement from SCC (HB2478)
01/31/2019House committee, floor amendments and substitutes offered
01/31/2019Reported from Commerce and Labor with substitute (16-Y 0-N) (see vote tally)
01/31/2019Committee substitute printed 19104722D-H1
02/03/2019Read first time
02/04/2019Read second time
02/04/2019Committee substitute agreed to 19104722D-H1
02/04/2019Engrossed by House - committee substitute HB2478H1
02/05/2019Read third time and passed House BLOCK VOTE (99-Y 0-N)
02/05/2019Impact statement from SCC (HB2478H1)
02/05/2019VOTE: BLOCK VOTE PASSAGE (99-Y 0-N) (see vote tally)
02/06/2019Constitutional reading dispensed
02/06/2019Referred to Committee on Commerce and Labor
02/11/2019Reported from Commerce and Labor (13-Y 0-N 1-A) (see vote tally)
02/11/2019Rereferred to Finance
02/13/2019Reported from Finance (16-Y 0-N) (see vote tally)
02/14/2019Constitutional reading dispensed (40-Y 0-N) (see vote tally)
02/15/2019Read third time
02/15/2019Passed Senate (39-Y 0-N) (see vote tally)
03/07/2019Bill text as passed House and Senate (HB2478ER)
03/07/2019Signed by Speaker
03/08/2019Impact statement from SCC (HB2478ER)
03/09/2019Signed by President
03/11/2019Enrolled Bill communicated to Governor on March 11, 2019
03/11/2019G Governor's Action Deadline Midnight, March 26, 2019
03/21/2019G Approved by Governor-Chapter 734 (effective - see bill)
03/21/2019G Acts of Assembly Chapter text (CHAP0734)