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.
2012 SESSION
SB 50 Corporations and limited liability companies; conversions, dissolution, and procedures.
Introduced by: John C. Watkins | all patrons ... notes | add to my profiles
SUMMARY AS PASSED SENATE: (all summaries)
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 definitions of "state" in the Virginia Stock Corporation Act and Virginia Nonstock Corporation Act are conformed to the definition of the term in the Virginia Limited Liability Company Act. The measure also includes technical amendments.
FULL TEXT
- 01/04/12 Senate: Prefiled and ordered printed; offered 01/11/12 12101068D pdf | impact statement
- 01/23/12 Senate: Committee substitute printed 12104483D-S1 pdf | impact statement
- 03/02/12 Senate: Bill text as passed Senate and House (SB50ER) pdf | impact statement
- 04/09/12 Governor: Acts of Assembly Chapter text (CHAP0706) pdf
AMENDMENTS
HISTORY
- 01/04/12 Senate: Prefiled and ordered printed; offered 01/11/12 12101068D
- 01/04/12 Senate: Referred to Committee on Commerce and Labor
- 01/23/12 Senate: Reported from Commerce and Labor with substitute (15-Y 0-N)
- 01/23/12 Senate: Committee substitute printed 12104483D-S1
- 01/25/12 Senate: Constitutional reading dispensed (40-Y 0-N)
- 01/26/12 Senate: Read second time
- 01/26/12 Senate: Reading of substitute waived
- 01/26/12 Senate: Committee substitute agreed to 12104483D-S1
- 01/26/12 Senate: Engrossed by Senate - committee substitute SB50S1
- 01/27/12 Senate: Read third time and passed Senate (39-Y 0-N)
- 02/13/12 House: Placed on Calendar
- 02/13/12 House: Read first time
- 02/13/12 House: Referred to Committee on Commerce and Labor
- 02/21/12 House: Reported from Commerce and Labor with amendments (21-Y 0-N)
- 02/23/12 House: Read second time
- 02/24/12 House: Read third time
- 02/24/12 House: Committee amendments agreed to
- 02/24/12 House: Engrossed by House as amended
- 02/24/12 House: Passed House with amendments BLOCK VOTE (98-Y 0-N)
- 02/24/12 House: VOTE: BLOCK VOTE PASSAGE (98-Y 0-N)
- 02/28/12 Senate: House amendments agreed to by Senate (40-Y 0-N)
- 03/02/12 Senate: Enrolled
- 03/02/12 Senate: Bill text as passed Senate and House (SB50ER)
- 03/02/12 House: Signed by Speaker
- 03/05/12 Senate: Signed by President
- 04/09/12 Governor: Approved by Governor-Chapter 706 (effective 7/1/12)
- 04/09/12 Governor: Acts of Assembly Chapter text (CHAP0706)