SEARCH SITE
VIRGINIA LAW PORTAL
- Code of Virginia
- Virginia Administrative Code
- Constitution of Virginia
- Charters
- Authorities
- Compacts
- Uncodified Acts
- RIS Users (account required)
SEARCHABLE DATABASES
- Bills & Resolutions
session legislation - Bill Summaries
session summaries - Reports to the General Assembly
House and Senate documents - Legislative Liaisons
State agency contacts
ACROSS SESSIONS
- Subject Index: Since 1995
- Bills & Resolutions: Since 1994
- Summaries: Since 1994
Developed and maintained by the Division of Legislative Automated Systems.
2001 SESSION
HB 2162 Foreign corporations; domestication and conversion.
Introduced by: Clifton A. (Chip) Woodrum | all patrons ... notes | add to my profiles
SUMMARY AS PASSED: (all summaries)
Corporations; domestication and conversion; fees. Adopts the Revised Model Business Corporations Act procedures for (i) domestication of foreign corporations in Virginia and Virginia corporations in foreign jurisdictions and (ii) for converting domestic limited liability companies to domestic corporations and domestic corporations to domestic limited liability companies. A foreign corporation may domesticate in Virginia by complying with the laws in which the foreign corporation was incorporated and filing articles of domestication with the State Corporation Commission. A domestic corporation may domesticate in a foreign jurisdiction by having obtained board and shareholder approval of a plan of domestication and filing articles of domestication with the Commission. Domestic corporations may convert into domestic limited liability companies by obtaining board and shareholder approval of a plan of entity conversion and filing articles of entity conversion with the Commission. Domestic limited liability companies may convert into domestic corporations by obtaining member approval of a plan of entity conversion and filing articles of entity conversion with the Commission. The bill also sets forth the effects of domestication or conversion on the entity, including transfer of assets and liabilities from the converting entity to the surviving entity, continuation of legal proceedings by or against the entity, reclassification of shares and interests, and continuation of the entity without interruption since the date the original entity was organized. Fees for filing articles of domestication, entity conversion or incorporation surrender shall be the same as those for filing articles of incorporation or organization, except that the Commission may charge and collect fees for requested expedited handling of business entity filings, UCC filings, copies of records, requested expedited provision of services or issuance of certificates. The bill has an effective date of July 1, 2002.
FULL TEXT
- 01/10/01 House: Presented & ordered printed, prefiled 01/10/01 010038996 pdf | impact statement
- 01/30/01 House: Committee substitute printed 010056996-H1 pdf | impact statement
- 02/12/01 Senate: Committee substitute printed 010071996-S1 pdf | impact statement
- 02/23/01 House: Bill text as passed House and Senate (HB2162ER) pdf | impact statement
- 03/27/01 Governor: Acts of Assembly Chapter text (CHAP0545) pdf
HISTORY
- 01/10/01 House: Presented & ordered printed, prefiled 01/10/01 010038996
- 01/10/01 House: Referred to Committee on Corporations, Insurance and Banking
- 01/17/01 House: Assigned to C. I. B. sub-committee: 4
- 01/30/01 House: Reported from C. I. B. w/sub (25-Y 0-N)
- 01/30/01 House: Committee substitute printed 010056996-H1
- 01/31/01 House: Read first time
- 02/01/01 House: Read second time
- 02/01/01 House: Committee substitute agreed to 010056996-H1
- 02/01/01 House: Engrossed by House - committee substitute 010056996-H1
- 02/02/01 House: Read third time and passed House BLOCK VOTE (99-Y 0-N)
- 02/02/01 House: VOTE: BLOCK VOTE PASSAGE (99-Y 0-N)
- 02/02/01 House: Communicated to Senate
- 02/07/01 Senate: Constitutional reading dispensed
- 02/07/01 Senate: Referred to Committee on Commerce and Labor
- 02/12/01 Senate: Committee substitute printed 010071996-S1
- 02/12/01 Senate: Reported from C. & L. with substitute (15-Y 0-N)
- 02/13/01 Senate: Const. reading disp., passed by for the day (40-Y 0-N)
- 02/13/01 Senate: VOTE: CONST. RDG. DISPENSED R (40-Y 0-N)
- 02/14/01 Senate: Read third time
- 02/14/01 Senate: Reading of substitute waived
- 02/14/01 Senate: Committee substitute agreed to 010071996-S1
- 02/14/01 Senate: Engrossed by Senate - committee substitute 010071996-S1
- 02/14/01 Senate: Passed Senate with substitute (40-Y 0-N)
- 02/14/01 Senate: VOTE: PASSAGE R (40-Y 0-N)
- 02/15/01 House: Placed on Calendar
- 02/16/01 House: Senate substitute agreed to by House (98-Y 1-N)
- 02/16/01 House: VOTE: ADOPTION (98-Y 1-N)
- 02/23/01 House: Bill text as passed House and Senate (HB2162ER)
- 02/24/01 House: Enrolled
- 02/26/01 House: Signed by Speaker
- 02/27/01 Senate: Signed by President
- 03/23/01 Governor: Approved by Governor-Chapter 545 (effective 7/1/02)
- 03/27/01 Governor: Acts of Assembly Chapter text (CHAP0545)