State Corporation Commission; business entities filings. (HB2121)

Introduced By

Del. Mark Keam (D-Vienna) with support from co-patrons Del. Kaye Kory (D-Falls Church), and Del. Rodney Willett (D-Henrico)


Passed Committee
Passed House
Passed Senate
Signed by Governor
Became Law


State Corporation Commission; business entities filings; Virginia Stock Corporation Act. Aligns provisions governing the filings by nonstock corporations, limited liability companies, business trusts, and partnerships related to cancellations, abandonments, name restrictions and registered agent resignations, and entity conversions to the provisions governing such filings for stock corporations. The Virginia Stock Corporation Act was comprehensively updated during the 2019 Session of the General Assembly. The bill includes adjustments to the assessment of annual fees after certain entity conversions or domestications. The bill also provides that certain legacy terms will be construed to mean their updated counterparts during a two-year transition. The bill amends various provisions of the Virginia Stock Corporation Act (the Act). The bill provides that for any notice to shareholders required by the Act, such notice is not required for a shareholder for whom notice of two consecutive annual meetings and all notices of meetings in between, or all distributions in a 12-month period or two consecutive distributions in a period of more than 12 months, have been sent and have been returned undeliverable or could not be delivered. The bill authorizes a board of directors to adopt certain emergency bylaws and exercise its emergency powers when there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action. The bill provides that during such an emergency, a board of directors is authorized to take any action it deems practicable and necessary to address the circumstances of the emergency, including (i) postponing any meeting; (ii) for certain corporations, notifying shareholders of any such postponement by filing with the U.S. Securities and Exchange Commission; and (iii) for a distribution that has been declared by the record date that has not occurred, canceling distribution or changing the amount of distributions, or changing the record date or the payment date of such distributions. The bill provides that if the articles of incorporation provide that a board of directors may by adoption of an amendment to the articles of incorporation classify or reclassify unissued shares, the articles of incorporation are deemed to authorize the board of directors to amend the articles unless the articles expressly state that shareholder action is required. The bill provides that the shareholder's list required for inspection by any shareholder may be made available on a reasonably accessible electronic network, provided that the information to gain access to such list is provided with the notice of the shareholders' meeting. The bill also amends provisions regarding when shareholder approval is not required for a plan of merger or share exchange. Read the Bill »


03/31/2021: signed by governor


01/12/2021Prefiled and ordered printed; offered 01/13/21 21102793D
01/12/2021Referred to Committee on Labor and Commerce
01/21/2021House committee, floor amendments and substitutes offered
01/21/2021Reported from Labor and Commerce with amendment(s) (22-Y 0-N) (see vote tally)
01/22/2021Impact statement from SCC (HB2121)
01/22/2021Read first time
01/25/2021Read second time
01/25/2021Committee amendments agreed to
01/25/2021Engrossed by House as amended HB2121E
01/25/2021Printed as engrossed 21102793D-E
01/26/2021Read third time and passed House BLOCK VOTE (99-Y 0-N)
01/26/2021VOTE: Block Vote Passage (99-Y 0-N) (see vote tally)
01/27/2021Constitutional reading dispensed
01/27/2021Referred to Committee on Commerce and Labor
02/05/2021Impact statement from SCC (HB2121E)
02/05/2021Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N) (see vote tally)
02/22/2021Reported from Commerce and Labor (15-Y 0-N)
02/23/2021Constitutional reading dispensed (38-Y 0-N)
02/24/2021Read third time
02/24/2021Passed Senate (39-Y 0-N)
03/09/2021Bill text as passed House and Senate (HB2121ER)
03/09/2021Signed by President
03/10/2021Impact statement from SCC (HB2121ER)
03/11/2021Signed by Speaker
03/15/2021Enrolled Bill communicated to Governor on March 15, 2021
03/15/2021G Governor's Action Deadline 11:59 p.m., March 31, 2021
03/31/2021G Approved by Governor-Chapter 487 (effective 7/1/21)
03/31/2021G Acts of Assembly Chapter text (CHAP0487)