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2009 SESSION

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HB 2445 Stock and Nonstock Corporation Acts; conforms provisions and makes technical amendments.

Introduced by: Mark D. Sickles | all patrons    ...    notes | add to my profiles

SUMMARY AS PASSED HOUSE: (all summaries)

Stock and nonstock corporations.  Conforms provisions of the Stock and Nonstock Corporation Acts regarding names, mergers, and terminations with similar provisions applicable to other business entity forms, and makes technical amendments. An uncodified provision enacted in 1946 that prohibits the use of the word "redevelopment" in a corporate name that is not organized as an urban redevelopment corporation is set out. Other provisions (i) allow the filing of a foreign instrument of entity conversion to be filed without payment of a qualified foreign corporation’s annual registration fee on or before the due date, similar to the treatment afforded to a Virginia corporation that converts to a Virginia limited liability company; (ii) provide an exception to the requirement that a plan of merger, which is subject to an amendment, include certain provisions to protect shareholders when the plan of merger provides that the approval of all of the shareholders is required for the plan’s amendment; (iii) require articles of merger to include a statement that the plan of merger was adopted by the directors if shareholder approval is not required and provide that the articles are to include the date the plan was adopted by the corporation, regardless of the method of adoption; (iv) relocate § 13.1-893.1 from Article 10 to Article 11 of the Nonstock Corporation Act; and (v) conform provisions of the Water and Waste Authorities Act to the corporate law provisions regarding the termination of corporate existence.


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