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2020 SESSION

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HB 1149 Virginia Stock Corporation Act; clarifying and technical changes.

Introduced by: Mark L. Keam | all patrons    ...    notes | add to my profiles | history

SUMMARY AS ENACTED WITH GOVERNOR'S RECOMMENDATION:

Virginia Stock Corporation Act. Makes clarifying and technical changes to the Virginia Stock Corporation Act. Many of the measure's provisions revise the legislation enacted in the 2019 Session that comprehensively updated the Act in accordance with the Model Business Corporation Act. Several of the measure's provisions address the documentation required to be filed when a corporation converts to another type of business entity. The measure also repeals a section that provides that a foreign corporation authorized to transact business in the Commonwealth that domesticates to a domestic corporation is deemed to have withdrawn its certificate of authority when the certificate of domestication becomes effective, as it is duplicative of provisions addressed in this measure. The provisions of the measure updating the Virginia Stock Corporation Act, become effective July 1, 2021. Additionally, the measure delays the effective date the 2019 Virginia Stock Corporation Act legislation and legislation enacted in the 2019 Session authorizing the creation of one or more protected series by a limited liability company that were scheduled to become effective on July 1, 2020, to July 1, 2021.

SUMMARY AS PASSED HOUSE:

Virginia Stock Corporation Act. Makes clarifying and technical changes to the Virginia Stock Corporation Act. Many of the measure's provisions revise the legislation enacted in the 2019 Session that comprehensively updated the Act in accordance with the Model Business Corporation Act and that is scheduled to become effective on July 1, 2020. Several of the measure's provisions address the documentation required to be filed when a corporation converts to another type of business entity. The measure also repeals a section that provides that a foreign corporation authorized to transact business in the Commonwealth that domesticates to a domestic corporation is deemed to have withdrawn its certificate of authority when the certificate of domestication becomes effective, as it is duplicative of provisions addressed in this measure.

SUMMARY AS INTRODUCED:

Virginia Stock Corporation Act. Makes clarifying and technical changes to the Virginia Stock Corporation Act. Many of the bill's provisions revise the legislation enacted in the 2019 Session that comprehensively updated the Act in accordance with the Model Business Corporation Act and that is scheduled to become effective on July 1, 2020. Several of the bill's provisions address the documentation required to be filed when a corporation converts to another type of business entity. The measure also repeals a section that provides that a foreign corporation authorized to transact business in the Commonwealth that domesticates to a domestic corporation is deemed to have withdrawn its certificate of authority when the certificate of domestication becomes effective, as it is duplicative of provisions addressed in this bill.