All Roll Calls
Yes: 262 • No: 0
VirginiaSB2462026 Regular SessionSenateWALLET
Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.
Sponsored By: Scott A. Surovell (Democratic)
Signed by Governor
Summary
Virginia Nonstock Corporation Act. Provides for numerous revisions to the Virginia Nonstock Corporation Act. Among other revisions, the bill (i) authorizes certain actions to derive from its bylaws in addition to its articles of incorporation, (ii) makes changes to the process of amending articles of incorporation and bylaws, (iii) authorizes inclusion of an exclusive forum provision in the bylaws, (iv) permits transfer of membership interests, (v) authorizes members to bring derivative proceedings, (vi) permits a court to remove a director in certain circumstances, (vii) provides for abandonment of an amendment or restatement of the articles of incorporation, (viii) extends the current provisions related to mergers to include interest exchanges and to provide for parent-subsidiary mergers, (ix) replaces existing provisions on conversion with provisions based on the Virginia Stock Act, and (x) adds provisions governing charitable corporations and charitable assets, including the authority of the Office of the Attorney General with respect to such. The bill includes technical amendments and has a delayed effective date of January 1, 2027. This bill is identical to HB 439.
Personalized for You
How does this bill affect your finances?
Personalize government policy and PRIA will tell you what this bill means for your household, plus every other piece of legislation we track. PRIA reads each provision against your financial profile to show you exactly what matters to your wallet.
Bill Overview
Analyzed Economic Effects
63 provisions identified: 19 benefits, 9 costs, 35 mixed.
Corporation member lists gain privacy protections
Without board consent, a person cannot obtain or use a membership list for purposes unrelated to members' interests as members. Commercial use is also restricted. Requests for money or property are restricted, except when used solely to seek member votes in a corporation election. Membership lists cannot be sold or purchased.
Members keep protections through corporate reorganizations
A merger or exchange requires a member’s separate signed consent before adding new personal liability tied to membership. Consent is unnecessary when existing liability terms remain substantially identical, apart from changes that reduce or remove liability. Beginning January 1, 2027, the law’s framework for changing a corporation’s home jurisdiction preserves a way to serve legal papers. A corporation moving out of Virginia appoints the State Corporation Commission clerk to receive papers in cases enforcing affected Virginia members’ rights.
Community association leaders gain damages protection
Qualifying community association directors and officers have damages capped at their compensation from the prior 12 months. The cap covers one transaction, occurrence, or course of conduct; unpaid leaders owe no damages under this protection. The association must be a Virginia nonstock corporation owning or controlling land under a recorded declaration requiring owner membership. Protection survives the association’s end but excludes willful misconduct and knowing criminal-law violations.
Corporate leaders gain limits on damages
For corporation or member lawsuits, the law caps a director’s or officer’s damages from one transaction, occurrence, or course of conduct. The cap is the lower of the articles’ or member-approved bylaws’ limit and the greater of $100,000 or the prior 12 months’ cash pay. For corporations exempt under federal tax code Section 501(c), the cap equals the prior 12 months’ compensation. Unpaid leaders of those tax-exempt corporations owe no damages under this protection, even after the corporation ends. Willful misconduct and knowing criminal-law violations are excluded, and later document changes cannot alter the general cap for earlier acts.
Corporations gain ballot and notice options
With board approval, corporations can satisfy annual-meeting requirements using electronic ballots, mail ballots, or both. Notice rules also cover other communications. When ordinary delivery is impracticable, corporations can use broad, non-exclusionary public communication. Options include newspapers, broadcasts, or a website distribution method previously identified to members. Electronic delivery still requires the recipient’s consent or other legal authorization.
Courts can remove abusive corporate directors
Virginia circuit courts can remove nonstock corporation directors for fraud, gross abuse of office, or intentional harm to the corporation. Removal must serve the corporation’s best interests after the court considers the conduct and whether other remedies are inadequate. Courts can also bar reelection for a period they set. Members suing for the corporation must follow the law’s rules for those lawsuits.
Directors gain broader legal expense relief
The law removes express reasonableness requirements from covered legal expenses in repayment, advance, and related court-payment rules. Expenses must still qualify under the applicable provision. A director can ask a court to order payment or advances when fair and reasonable. Courts can grant relief despite unmet conduct standards, a missing required undertaking, or a liability finding. After a liability finding, repayment is limited to expenses incurred in that case.
Members get more direct corporate notices
Nonstock corporations must deliver member-meeting notices; newspaper publication no longer substitutes for delivery. After enough written consents reach the secretary, corporations have no more than 10 days to notify nonconsenting voting members. They must also notify nonvoting members when the law requires notice for that action. Missing notice does not delay or cancel the action, but a court can provide relief to a harmed member.
More legal cost protection for leaders
Legal-cost protection covers qualifying service for predecessor entities whose existence ended in a merger or other transaction. It also covers requested service for another entity or employee benefit plan in leadership, employee, trustee, or agent roles. Unless the articles say otherwise, officers who fully prevail in cases tied to their role receive required repayment of covered expenses. Officers can seek court-ordered payments and advances, and corporations can cover them to the same extent as directors. Corporations can buy liability insurance even when direct repayment or expense advances are not authorized.
More voting options for corporation members
Virginia nonstock corporations can grant member voting rights through bylaws, even when their articles do not grant them. With board approval, members can join and vote remotely. The corporation must verify members or proxies and let them follow proceedings and participate as they happen. Meetings can be fully remote unless the articles or bylaws require a physical location. Boards can also authorize director or officer elections held only through electronic ballots, mailed ballots, or both.
Boards gain flexible meeting and consent options
Unless articles or bylaws say otherwise, directors can meet remotely when everyone can hear one another simultaneously; participants count as present. Articles can expressly allow action without a meeting using less than unanimous written consent. Signatures must reach the highest of a majority of directors in office, a quorum, or the meeting-vote requirement in governing documents. Every director must receive written notice at least 10 business days beforehand, and any director’s objection before action blocks this method. This option cannot cover actions that also require member adoption or approval.
Clearer board roles and director eligibility
Boards direct and oversee Virginia nonstock corporations, subject to limits in their articles or an authorized governance agreement. Directors need not live in Virginia or be members unless the articles or bylaws require it. Director qualifications cannot use views or actions about board duties in ways that prevent directors from doing those duties. The articles or bylaws can set a board size or a minimum and maximum. Voting members can fix the board size and block board changes; within a range, members or directors act as governing documents allow.
Corporations can change states without starting over
Beginning January 1, 2027, the domestication framework lets corporations change their state of formation when the relevant states’ laws allow it. Virginia corporations cannot move this way when Virginia law requires them to remain domestic. Plans must identify both corporations and jurisdictions, explain membership changes, and include proposed articles and bylaws for a resulting Virginia corporation. A corporation moving into Virginia remains the same entity, keeps its original incorporation date, and retains property, contracts, debts, and liabilities. Its new articles and bylaws take effect, and membership rights follow the plan and applicable appraisal rights.
Corporations gain broader emergency operating options
A catastrophic event affecting a corporation can trigger emergency bylaws even when its board or committees can readily meet. Covered events include attacks, epidemics, pandemics, and federally declared national emergencies. An emergency declared by the locality containing the corporation’s principal office also qualifies.
Corporations gain new legal-form conversion options
Beginning January 1, 2027, Virginia corporations and eligible domestic or foreign entities can convert between legal forms when governing law permits. Domestic partnerships need an uncanceled authority statement or limited-liability-partnership registration and required approvals to become Virginia corporations. Boards adopt conversion plans, with member approval generally requiring more than two-thirds of eligible votes at a meeting with a quorum. Governing documents can lower approval to no less than a majority cast by each voting group; greater votes can be required, and boards approve when no voting members exist. Each member taking on personal liability must separately agree in writing. Property, contracts, debts, and liabilities continue without dissolution; interests follow conversion terms, and pre-conversion liability remains governed by prior rules.
Directors gain enforceable corporate record access
Directors can inspect and copy corporate books, records, and documents at reasonable times when access relates to their duties. They cannot use access for unrelated purposes or in ways that violate duties to the corporation. A director denied access can seek an expedited court order. Courts can award application expenses when the corporation lacked a reasonable basis to doubt the director’s access right.
Easier agent updates for out-of-state corporations
Registered agents can file updates for Virginia address changes, office-locality changes or corrections, and legal name changes. A surviving entity can also replace an agent that merged into it. For that route, the merger record must be on file with the Commission and the new agent must qualify. The filing must state that a copy will be mailed to the corporation's principal office by the next business day.
Members and creditors gain dissolution protections
Corporations seeking member approval to close must notify every member, including those without voting rights. The meeting notice must identify dissolution and explain how remaining assets will be shared after creditors are paid. It can instead explain how that distribution will be decided. If a conflict or special circumstance leads the board to give no recommendation, the notice must explain why. Successors receiving remaining assets are also covered by dissolution rules and liabilities tied to those assets for liquidation.
Some corporate transactions avoid annual fees
Domestic and out-of-state corporations avoid the $25 annual registration fee when a qualifying transaction takes effect by the fee’s due date. The State Corporation Commission must issue or file the listed certificate or instrument. Qualifying transactions include termination, withdrawal, merger into a surviving entity, specified home-jurisdiction changes, and changes of entity type. Unpaid assessments are canceled when the exemption applies.
Members face rules for corporate lawsuits
Members suing on a corporation’s behalf must first deliver a written demand for suitable action. They generally must wait 90 days, unless the corporation rejects the demand earlier or delay risks irreparable harm. They must meet membership rules covering the challenged act, joining before public disclosure without knowledge, and membership when demanding action. They must also fairly and adequately represent the corporation’s interests. For corporations formed elsewhere, home-jurisdiction law governs covered issues, subject to legal exceptions and Virginia court review of the forum.
Members face tighter cumulative voting notice
Cumulative voting lets members combine their director-election votes behind a candidate. The articles or bylaws must authorize it. Members can use it only when the meeting notice or accompanying proxy statement clearly says it is allowed. The law removes the alternative of giving the secretary at least 48 hours’ notice.
Corporations face filing fees and approvals
Corporations must authorize corrections filed with Virginia’s State Corporation Commission; board approval alone is not enough. Corrections cover inaccurate, unauthorized, improperly signed, or defectively transmitted electronic filings. Converting a corporation into another eligible entity carries a $100 filing fee. Ratification filings and filings converting an eligible entity into a corporation cost $25 each.
Corporations must keep records and reports
Nonstock corporations must keep accounting records usable for financial statements; corporations with members need an alphabetical membership record by class. Records can be electronic if convertible to paper within a reasonable time; members' electronic contact details need not be kept or shared. Corporations must retain current articles, bylaws, directors' and officers' names and business addresses, and the latest annual report. Those with members must also retain specified meeting records and general member messages from the past three years. Domestic and authorized foreign corporations must identify their home jurisdiction on Commission annual-report forms, filed no earlier than three months before the due date.
Corporations pay higher fees to restore status
The fee to restore a Virginia corporation’s legal existence rises from $10 to $100, a $90 increase. Corporations must apply within the applicable five-year period, clear past-due registration fees and penalties, and submit required filings. Out-of-state corporations also pay $100 instead of $10 to restore their Virginia authority, plus unpaid fees, penalties, and required filings. Reinstatement of that authority is available within five years.
Nonstock corporations face income distribution limits
Virginia nonstock corporations cannot pay dividends or distribute income to members, directors, or officers, except under the Act’s stated exception. The law removes an express allowance for distributions to certain nonprofit corporate members.
Out-of-state corporations lose name registration option
Corporations formed outside Virginia lose the statutory route for initially registering their corporate names with the State Corporation Commission. They can still renew an existing registration or terminate or release it.
Out-of-state corporations need tax clearance
A foreign corporation withdrawing from Virginia must certify that required state tax returns are filed and taxes paid, or none are required. It must state that it has stopped Virginia business, surrender its authority, and revoke its registered agent's authority to receive legal papers. It must appoint the Commission clerk to receive papers for claims arising during its authorized period. The application must identify its home jurisdiction and a mailing address for legal service. The corporation must report later mailing-address changes to the clerk.
Out-of-state reinstatement requires more documents
Foreign corporations seeking reinstatement must provide authenticated copies of covered document amendments and corrections made after withdrawal or revocation. They must also document mergers, conversions, or moves to another home jurisdiction during that period. The period ends when they apply for reinstatement. If those changes require an amended certificate of authority, the corporation must apply for it and pay applicable filing fees.
Member lawsuits face review and cost rules
Lawsuits brought for a corporation require court approval to settle or end; seriously harmed members must receive notice. Courts must dismiss cases on the corporation’s motion when an eligible reviewing group gives informed, good-faith reasons that continuation harms corporate interests. The law sets the member’s pleading and proof duties and allows court-appointed review panels. After a case ends, courts can award the plaintiff expenses when the case substantially benefited the corporation. Courts can instead charge defense expenses to the plaintiff or lawyer for arbitrary, harassing, or bad-faith litigation.
Member record access gains new limits
Members must send the secretary a signed inspection demand at least 10 business days ahead, up from five business days. Some records require six months of membership and a good-faith, proper purpose, with specific records directly tied to that purpose. Members can use an agent or lawyer; corporations choose copy delivery methods, can charge reasonable costs, and must supply membership lists compiled no earlier than the demand. Members denied a compliant request can seek an expedited court order. Courts can award expenses only if the member proves an unreasonable denial or unreasonable confidentiality, use, or distribution restrictions.
Members gain access to financial statements
Members can request the corporation’s prepared financial statements for its most recent fiscal year in writing. These include any applicable accountant’s report or explanation of the accounting basis. The corporation can set reasonable privacy, use, and sharing limits, or deny requests lacking good faith or a proper purpose. After 30 days without a response to a request delivered to the secretary, members can seek an expedited court order.
Members gain voting options with limits
Articles or bylaws can divide members into classes and let each class elect all or some directors separately. A person can also give written consent that takes effect later or upon an event, even before becoming a member. A specified future time must be within 60 days after consent is provided. The consent takes effect only if the person is then a member and has not revoked it.
Homeowner associations face new document rules
Community association declarations or condominium documents control conflicting rules about dues, assessments, fees, membership, resignation, and membership suspension. The law does not invalidate or override an association’s declaration. It removes a special option for placing specified provisions in bylaws instead of articles of incorporation.
Board committees face voting authority limits
Board committees can perform board functions. Each needs at least two directors unless the articles or bylaws provide otherwise. Other people can serve, but cannot vote when the committee performs board functions. Committees cannot approve or propose actions that state law requires members to approve.
Corporate officers get clearer staffing rules
Boards elect officers, and one person can hold multiple offices. Officers can appoint officers or assistants when the bylaws or board authorize it. Written resignations go to the board, its chair, the appointing officer, or secretary, and take effect on delivery unless delayed. Boards can remove officers with or without cause; appointing officers can too, unless the bylaws or board prohibit it. Other officers need authorization to remove someone, and removal does not erase contract rights.
Corporation election inspectors get new duties
Appointed election inspectors must promise in writing to act faithfully and fairly, and must report election results in writing. These duties replace specific requirements to record challenge decisions and certify representation and vote counts. Inspectors can review corporate voting records and other information they find relevant and reliable. When using outside information, their report must identify its purpose, source, when and how they obtained it, and why they trusted it.
Corporations can choose courts for internal claims
Corporate bylaws can require internal claims to use specified Virginia circuit or federal district courts, with additional courts where permitted. The rule must be adopted before a case begins, and the chosen court must have authority over the parties and claim. Bylaws cannot create court authority, block claims in Virginia courts, or require arbitration.
Corporations gain flexibility in member voting
Corporations can set member classes, qualifications, and voting rights in bylaws without first authorizing them in their articles. Acting in good faith, they can accept voting forms from authorized representatives, with requested proof where required. One of three or fewer fiduciaries can sign if the form appears to represent all; bankruptcy representatives can provide other proof of authority. Except for director elections, action passes when supporting votes exceed opposing votes, unless a higher threshold applies; abstentions do not count. Each voting group needs a quorum, and separate groups can act at different times.
Corporations gain longer lasting governance agreements
Authorized governance agreements can limit board powers; the law removes express authority to limit officer powers through these agreements. For corporations without voting members, an agreement can require dissolution when one or more directors request it. Agreements in articles or bylaws last indefinitely unless changed. Separate written agreements last for their stated period. Written agreements effective before July 1, 2015, retain a 10-year limit unless they provide otherwise or are later amended.
Directors must document objections and waivers
Directors must sign written notice waivers and deliver them to the secretary for corporate records. Attendance waives notice unless the director objects at the start or promptly upon arrival and never supports the action. A director present for board or committee action is generally treated as agreeing. Dissent or abstention must enter the minutes, reach the presiding officer before adjournment, or reach the corporation’s or meeting’s secretary immediately afterward. A director who votes yes cannot later claim dissent or abstention.
Dissolved corporations can post claim deadlines
Dissolved corporations can publish claim notices once in a local newspaper or conspicuously on their website for at least 30 days. Covered claimants must start enforcement proceedings before the earlier of the normal legal deadline or three years after publication. Missing that deadline bars covered claims. The three-year publication-notice bar does not apply to claims sent on time that the corporation has not acted on.
Known creditors get notice and deadlines
A dissolved corporation’s written notice must give known claimants at least 120 days to confirm claims in writing. For claims not admitted in whole or part, claimants must get at least 180 days to start enforcement proceedings. Missing an applicable deadline bars an unadmitted claim. When seeking a court ruling on security for claims, the corporation must notify every covered known claimant within 10 days of filing.
Member proxies gain terms, voting closes
A member's proxy lasts for the term listed on the appointment form. Without a stated term, it lasts 11 months, except for proxies that qualify as irrevocable. Corporations cannot accept ballots, proxies, votes, revocations, or changes after polls close. A member can ask the circuit court where the principal office is located to allow an exception. If there is no Virginia principal office, the member applies where the registered office is located.
Members face shorter written consent deadlines
The law cuts the member consent collection period from 120 days to 60 days. Enough signed consents must reach the secretary within 60 days of the earliest signing date among delivered consents. A member can revoke consent before enough unrevoked consents arrive. Action takes effect when enough consents arrive, unless they specify a later date and each states its signing date.
Members gain meeting rights with deadlines
When governing documents name no meeting caller, members holding at least one-twentieth, or 5%, of eligible votes can call a special meeting. Enough signed demands must reach the secretary within 60 days of the earliest signing date among delivered demands. Unless another record date applies, the first delivery date determines which members may demand the meeting. Unless remote-meeting rules apply, the bylaws set the location; otherwise, the meeting takes place at the principal office. Business is limited to the purposes listed in the notice.
New meeting rules for corporation members
Bylaws can set advance dates that decide which members receive notice, demand meetings, vote, or give written consent. The board can set a date when the bylaws do not. Unless articles or bylaws say otherwise, withdrawing a special-meeting demand requires written notice received by the secretary before the meeting starts. An alphabetical member list, grouped by voting rights, must be available from five business days after notice through the last business day before the meeting. Access can be physical or online; online access details must accompany meeting notice, and members can inspect and copy at their expense.
Boards gain authority over corporate articles
Members cannot claim fixed property rights from provisions in a nonstock corporation’s articles, including management, purpose, or duration rules. Unless the articles say otherwise, a majority of voting directors can amend articles when there are no voting members. Boards can also make specified changes, including name changes, without member action unless the articles say otherwise. Amendments requiring member approval generally need more than two-thirds of votes cast in each voting group, unless a greater vote is required. Articles can lower that threshold to no less than a majority of votes cast with a quorum; name changes leave existing legal proceedings intact.
Broader director protection with coverage limits
Nonstock corporations can provide broader legal-cost protection and expense advances through articles, bylaws, or a qualifying voting-member resolution. This added protection cannot cover willful misconduct or knowing violations of criminal law. A promise of protection to the fullest extent allowed also commits the corporation to advance expenses to that extent. Rights existing when conduct occurs generally cannot later be reduced; specified advance-indemnity provisions can allow later changes only expressly. Coverage for a predecessor corporation’s directors and related conduct must be expressly included in the specified provision.
Corporate boards gain more approval flexibility
Corporations can abandon approved changes to their articles before the certificate takes effect, without another member vote. The board chooses the method; already-filed changes require a statement of abandonment filed with the State Corporation Commission before that date. Boards can also approve mergers or exchanges of membership interests without member action when no membership interests have been issued. Articles or bylaws can require a different process for those transactions.
Corporation closing costs get narrower wording
In dissolution cases involving unknown claimants, corporations must pay a court-appointed guardian's expenses, including expert witness fees. The law no longer expressly names the guardian's own fees. Courts can order payment of receivers' or custodians' compensation and expenses from corporate assets. The payment rule no longer expressly lists the custodian's lawyer as a recipient.
Corporations can fix invalid past actions
Corporations can validate past actions within their powers that were invalid because required authorization was missing. Boards generally must record the action, date, authorization failure, and approval; the initial board election has a special procedure. Members must also approve when the law, governing documents, resolutions, plans, or agreements require it. Validation generally applies retroactively to the action and certain later actions relying on it. Challenges must be brought within 120 days after validation takes effect.
Corporations can skip some transaction votes
A surviving or acquiring corporation can skip member approval when interests and rights stay identical and articles remain unchanged except for legally permitted amendments. Its articles can still require approval. A parent holding at least 90% of every voting class can complete specified subsidiary mergers without subsidiary board or member approval. Domestic parents also skip their member vote unless governing documents require approval; foreign parents need permission under their home law. Before an interest-exchange certificate takes effect, a corporation can abandon an approved plan without member action, following plan or board procedures and respecting contracts and applicable foreign law.
Court supervision changes for troubled corporations
A director or members holding at least 5% of voting power can seek court dissolution over director deadlock. The deadlock must threaten or cause irreparable harm, or prevent the corporation from serving members' general interests. The member-interest ground requires members to be unable to break the deadlock, or no voting members to exist. An appointed receiver can sell assets anywhere, publicly or privately, without first getting court approval. Courts can switch receiver and custodian roles without the former express requirement to serve the corporation's, members', and creditors' best interests.
Member control changes over corporation sales
Corporations can sell assets outside their usual business without member approval when a qualifying activity remains. That activity must represent or be supported by at least 33% of consolidated assets at the last completed fiscal year's end. Articles or bylaws can set a different rule. For sales requiring approval, the default is more than two-thirds of all eligible votes at a meeting with a quorum—not just votes cast. Articles can lower that threshold, but not below a majority of votes cast by each voting group; boards can require a higher vote or quorum.
Member liability protections when corporations relocate
Beginning January 1, 2027, changing a corporation's home jurisdiction requires separate written consent from members taking on new personal liability. Consent is unnecessary when existing liability stays substantially the same, except for changes that reduce or remove it. Earlier liability remains governed by the former jurisdiction's law, unless that law or the corporation's governing rules provide otherwise. Earlier liability does not extend to later obligations; members newly liable through the move are responsible only for later obligations. When an authorized foreign corporation becomes a Virginia corporation, its separate Virginia certificate of authority is automatically withdrawn.
Member safeguards when corporations change states
Beginning January 1, 2027, boards seeking member approval of a state-change plan must recommend approval or explain conflicts or special circumstances preventing a recommendation. Meeting notices go to all members, including nonvoting members, with a plan copy or summary and future governing documents. Approval generally requires more than two-thirds of eligible votes overall and in each voting class; governing documents can lower this to a majority cast with a quorum, while greater votes can be required. Separate-class votes can be limited except where future governing documents trigger protected class votes; boards approve plans when no voting members exist. Members retain votes or consent on covered changes to consideration, rights, future articles or bylaws, and other materially harmful changes. Unless the plan says otherwise, Virginia corporations can abandon approved plans before certification takes effect without member action, following plan or board procedures; foreign corporations follow home law.
Members get merger information and voting protections
Boards must adopt merger and interest-exchange plans and submit them to members unless a law or governing-document exception applies. Merger notices must include the survivor’s governing documents when members receive interests or rights to interests, and any new entity’s documents. Each voting group generally must approve plans by more than two-thirds of all votes entitled to be cast. Articles or bylaws can lower the threshold, but not below a majority of votes cast with a quorum; boards can require more. Affected classes receive separate votes for specified conversions or elimination of interests and other protected class rights, subject to permitted exceptions.
Mergers transfer contracts and define personal liability
When a merger takes effect, the survivor receives merged entities’ property and contract rights without a separate transfer or impairment. This applies even when a contract prohibits assignment. New personal liability attached to ownership interests through a merger or exchange generally covers only obligations arising afterward. Earlier obligations remain governed by the former entity’s law, and governing documents or law can set a different rule. Liability unchanged in a survivor, or attached to interests not exchanged, is unaffected.
New board election and replacement rules
Initial directors’ terms end at the first member meeting electing directors, except for staggered terms or service tied to another office. Corporations with cumulative voting and staggered terms no longer must elect at least three directors at each annual meeting. Members authorized to elect directors can remove them without cause unless governing documents require cause; meeting notices must identify removal. Only the electing voting group can remove its director, and cumulative-voting protections apply. Unless governing documents say otherwise, members or directors can fill vacancies, with special protections for voting-group seats; a majority of remaining directors can act without a quorum. Directors can delay resignations until a later time or event, and successors chosen beforehand take office only then.
Out-of-state conversions require prompt Virginia filings
Beginning January 1, 2027, foreign-corporation conversions require an authenticated conversion record filed with Virginia's Commission within 30 days. The record must be authenticated by the official holding corporate records where the conversion occurred. Resulting foreign limited liability companies, business trusts, limited partnerships, or registered limited liability partnerships continuing Virginia business must submit the applicable registration filing. Entities stopping Virginia business, or outside those specified types, must follow withdrawal rules. Virginia property transfers to the resulting entity only when the conversion record is filed.
Out-of-state corporations face revised entry rules
Corporations formed outside Virginia must obtain state authority before doing business in Virginia, unless an exception applies. Interstate commerce is expressly exempt, along with specified financial-account and property ownership, protection, or maintenance activities. An isolated transaction qualifies only if completed within 30 consecutive days and not part of repeated similar transactions. Applications must report specified prior Virginia authorizations or registrations. They must also provide directors' and principal officers' business addresses.
Out-of-state mergers face filing deadlines
A surviving foreign corporation generally must file an authenticated merger record with Virginia's Commission within 30 days. A merger with a Virginia entity is exempt when the foreign corporation's articles stay unchanged and Virginia merger articles confirm proper authorization. If a foreign corporation does not survive, or joins a consolidation, the resulting entity has 30 days to withdraw or seek missing authority. Withdrawal applies when it stops Virginia business; an application applies when it continues without required authority or registration. In covered foreign-entity mergers, Virginia property transfers only after the authenticated record is filed, subject to the entity's home-jurisdiction law.
More corporation property changes become recordable
Beginning January 1, 2027, more corporate changes can be recorded in local deed books using a Commission certificate. These include mergers into corporations or other eligible entities and conversions into eligible entities. The Commission's records must reflect the change. The requested certificate is filed in a clerk's office where the corporation has property. The filer pays $10, and no tax is due.
Sponsors & Cosponsors
Sponsor
Scott A. Surovell
Democratic • Senate
Cosponsors
There are no cosponsors for this bill.
Roll Call Votes
Senate vote • 3/12/2026
House amendments agreed to by Senate
Yes: 40 • No: 0
House vote • 3/11/2026
Passed House with amendments
Yes: 99 • No: 0
House vote • 3/5/2026
Reported from Labor and Commerce with amendment(s)
Yes: 21 • No: 0
House vote • 3/3/2026
Subcommittee recommends reporting with amendment(s)
Yes: 9 • No: 0
Senate vote • 1/30/2026
Read third time and passed Senate Block Vote
Yes: 38 • No: 0
Senate vote • 1/29/2026
Engrossed by Senate Block Vote (Voice Vote)
Yes: 0 • No: 0
Senate vote • 1/29/2026
Commerce and Labor Substitute agreed to
Yes: 0 • No: 0
Senate vote • 1/28/2026
Passed by for the day Block Vote (Voice Vote)
Yes: 0 • No: 0
Senate vote • 1/28/2026
Constitutional reading dispensed Block Vote (on 1st reading)
Yes: 40 • No: 0
Senate vote • 1/26/2026
Reported from Commerce and Labor with substitute
Yes: 15 • No: 0
Actions Timeline
Acts of Assembly Chapter text (CHAP0394)
4/8/2026GovernorApproved by Governor-Chapter 394 (effective 1/1/2027)
4/8/2026GovernorFiscal Impact Statement from State Corporation Commission (SB246)
4/6/2026SenateGovernor's Action Deadline 11:59 p.m., April 13, 2026
3/31/2026GovernorEnrolled Bill communicated to Governor on March 31, 2026
3/31/2026SenateSigned by Speaker
3/31/2026HouseBill text as passed Senate and House (SB246ER)
3/30/2026SenateEnrolled
3/30/2026SenateSigned by President
3/30/2026SenateHouse amendments agreed to by Senate (40-Y 0-N 0-A)
3/12/2026SenateDelegate Hope Floor amendments agreed to
3/11/2026HousePassed House with amendments (99-Y 0-N 0-A)
3/11/2026HouseEngrossed by House as amended
3/11/2026Housecommittee amendments agreed to
3/11/2026HouseRead third time
3/11/2026HouseFloor Offered
3/11/2026HouseMoved from Uncontested Calendar to Regular Calendar
3/11/2026HousePassed by for the day
3/10/2026HouseRead second time
3/9/2026HouseReported from Labor and Commerce with amendment(s) (21-Y 0-N)
3/5/2026HouseHouse subcommittee offered
3/3/2026HouseSubcommittee recommends reporting with amendment(s) (9-Y 0-N)
3/3/2026HouseAssigned HCL sub: Subcommittee #1
2/25/2026HouseReferred to Committee on Labor and Commerce
2/4/2026HouseRead first time
2/4/2026House
Bill Text
Chaptered
4/8/2026
Enrolled
3/30/2026
Amendment
3/11/2026
Amendment
3/5/2026
Amendment
3/4/2026
Amendment
3/3/2026
Substitute
1/27/2026
Substitute
1/26/2026
Introduced
1/12/2026
Related Bills
HB5, Employment; paid sick leave, civil penalties.
Employment; paid sick leave; civil penalties; civil actions. Requires one hour of paid sick leave for every 30 hours worked for all employees of private employers and state and local governments, with certain exceptions. The bill requires that employees who are employed and compensated on a fee-for-service basis accrue paid sick leave in accordance with regulations adopted by the Commissioner of Labor and Industry. The bill provides that employees transferred to a separate division or location remain entitled to previously accrued paid sick leave and that employees retain their accrued paid sick leave under any successor employer. The bill allows employers to provide a more generous paid sick leave policy than prescribed by its provisions and specifies that employees, in addition to using paid sick leave for their physical or mental illness or to care for a family member, may use paid sick leave to seek or obtain certain services or to relocate or secure an existing home due to domestic abuse, sexual assault, or stalking. The bill requires the Commissioner to promulgate regulations for the implementation and enforcement of the bill's provisions by July 1, 2027.The bill authorizes the Commissioner, in the case of a knowing violation, to subject an employer to a civil penalty not to exceed $150 for the first violation, $300 for the second violation, and $500 for each successive violation. The Commissioner or Attorney General may commence administrative proceedings or bring a civil action to enforce the bill's provisions. Additionally, the bill authorizes an aggrieved employee to bring a civil action against the employer in which he may recover double the amount of any unpaid sick leave and the amount of any actual damages suffered as the result of the employer's violation. Certain provisions of the bill have a delayed effective date of July 1, 2027. This bill is identical to SB 199.
SB199, Employment; paid sick leave, civil penalties.
Employment; paid sick leave; civil penalties; civil actions. Requires one hour of paid sick leave for every 30 hours worked for all employees of private employers and state and local governments, with certain exceptions. The bill requires that employees who are employed and compensated on a fee-for-service basis accrue paid sick leave in accordance with regulations adopted by the Commissioner of Labor and Industry. The bill provides that employees transferred to a separate division or location remain entitled to previously accrued paid sick leave and that employees retain their accrued paid sick leave under any successor employer. The bill allows employers to provide a more generous paid sick leave policy than prescribed by its provisions and specifies that employees, in addition to using paid sick leave for their physical or mental illness or to care for a family member, may use paid sick leave to seek or obtain certain services or to relocate or secure an existing home due to domestic abuse, sexual assault, or stalking. The bill requires the Commissioner to promulgate regulations for the implementation and enforcement of the bill's provisions by July 1, 2027. The bill authorizes the Commissioner, in the case of a knowing violation, to subject an employer to a civil penalty not to exceed $150 for the first violation, $300 for the second violation, and $500 for each successive violation. The Commissioner or Attorney General may commence administrative proceedings or bring a civil action to enforce the bill's provisions. Additionally, the bill authorizes an aggrieved employee to bring a civil action against the employer in which he may recover double the amount of any unpaid sick leave and the amount of any actual damages suffered as the result of the employer's violation. Certain provisions of the bill have a delayed effective date of July 1, 2027. This bill incorporates SB 372 and is identical to HB 5.
HB95, Va. Residential Landlord and Tenant Act; landlord remedies, noncompliance with rental agreement.
Virginia Residential Landlord and Tenant Act; landlord remedies; noncompliance with rental agreement; payment plan. Requires a landlord who owns more than four rental dwelling units or more than a 10 percent interest in more than four rental dwelling units, before terminating a rental agreement due to nonpayment of rent if the exact amount of rent owed is less than or equal to one month's rent plus any late charges contracted for in the rental agreement and as provided by law, to serve upon such tenant a written notice informing the tenant of the exact amount due and owed and offer the tenant a payment plan under which the tenant must pay the exact amount due and owed in equal monthly installments over a period of the lesser of six months or the time remaining under the rental agreement. The bill prohibits the landlord from charging any additional late fees during the payment plan period in connection with the unpaid rental amount for which the tenant entered into the payment plan so long as the tenant makes timely payments in accordance with the terms of the payment plan. The bill also outlines the remedies a landlord has if a tenant fails to pay the exact amount due and owed or enter into a payment plan within five days of receiving notice or if a tenant enters into a payment plan and after such plan becomes effective fails to pay rent when due or fails to make a payment under the terms of the agreed-upon payment plan. The bill has a delayed effective date of January 1, 2027.
HB1393, Electric utilities; pilot program for energy assistance and weatherization for certain individuals.
Electric utilities; pilot programs for energy assistance and weatherization for certain individuals. Amends annual funding commitments for the purposes of the annual pilot program for energy assistance and weatherization for low-income, elderly, and disabled individuals conducted by Dominion Energy Virginia and Appalachian Power Company. Under the bill, Appalachian Power Company is required to continue its pilot program at no less than $1 million and no greater than $1.5 million annually. Dominion Energy Virginia is required to continue its pilot program at no less than $156 million and no greater than $204 million for the time period beginning July 1, 2026, and ending July 1, 2038. The bill extends the sunset date of such pilot programs from July 1, 2028, to July 1, 2038.The bill also provides that Dominion Energy Virginia may recover costs associated with certain electrical facilities that have been approved by the State Corporation Commission as of December 1, 2033, provided that certain requirements are met and notwithstanding any limitations on such cost recovery in current law. The bill directs Dominion Energy Virginia to propose to the Commission, in any proceeding to determine rates for generation and distribution services commencing after January 1, 2027, and before July 1, 2033, that certain costs related to capacity procurement requirements and distribution infrastructure investments are allocated to the utility's customer class approved to serve customers with a contracted or measured electric demand of 25 megawatts or greater and an anticipated or measured average annual electric load factor of 75 percent or greater. The bill provides that certain customers in manufacturing, industrial, or consumer goods warehousing and distribution activities other than data storage may elect to remain on their existing rate schedule. The bill requires Dominion Energy Virginia, in connection with its first proceeding to determine rates for generation and distribution services commencing after July 1, 2026, to include in its petition to the Commission a proposal to revise its tariff for supplementary, maintenance, or standby service for customers with power plants, effective as of January 1, 2028. The bill provides that the Commission shall only approve such proposal if it determines that such tariff will not adversely affect other retail customers or the utility in a manner contrary to the public interest, and any revised tariff terms shall include protections against stranded cost risks to the utility customer base. Additionally, the bill authorizes Dominion Energy Virginia to file a petition for the securitization of certain deferred fuel costs. The bill requires the Commission, in evaluating certain petitions, to require to the greatest extent it finds in the public interest the use of wages, salaries, benefits, and other remuneration to any mechanic, laborer, or worker employed, retained, or otherwise hired to perform services in connection with a contract contemplated pursuant to such petition at the prevailing wage rate and to the greatest extent practicable, the use of a skilled workforce through registered apprenticeship programs for any authorized demand flexibility programs, utility-related procurement through utility-owned or third-party providers, and an evaluation of other potential opportunities to develop Virginia's skilled workforce by requiring minimum apprenticeship program requirements for such electric generation or energy storage facility work. This bill incorporates HB 634.
HB834, Virginia Residential Landlord and Tenant Act; fire or casualty damage, termination by landlord.
Virginia Residential Landlord and Tenant Act; fire or casualty damage; termination by landlord. Requires a landlord, prior to giving a tenant 21 days' notice of his intention to terminate the rental agreement for a dwelling unit that has been damaged or destroyed by fire or casualty, to (i) make a reasonable effort to meet with the tenant to discuss reasonable alternatives and offer the tenant a substantially similar dwelling unit, if one is available, or (ii) determine that the damage was caused by the tenant's failure to maintain the dwelling unit in accordance with relevant law. Current law allows the landlord to terminate such agreement by giving the tenant 14 days' notice of his intention to terminate on the basis of the landlord's determination that such damage requires the removal of the tenant and that the use of the premises is substantially impaired. The bill requires the landlord, upon receiving a request from the tenant after the tenant has received such notice, to reevaluate the extent of damage and habitability of such dwelling unit unless the landlord has determined that the damage was caused by the tenant's failure to maintain the dwelling unit. The bill has a delayed effective date of January 1, 2027.
HB675, Protection of employees; coercion or threat based on immigration status, civil penalty.
Protection of employees; coercion or threat based on immigration status; civil penalty. Prohibits an employer, including the Commonwealth and its agencies and political subdivisions, from using coercion or issuing a threat to an employee based on immigration status in furtherance of committing a violation of the Virginia Minimum Wage Act or provisions related to the payment of wages. An aggrieved employee is permitted to file a complaint with the Commissioner of Labor and Industry within 180 days of the alleged coercive action or threat. The bill authorizes the Commissioner to investigate such complaints and, if the allegation is substantiated, to impose a civil penalty in the following amounts: (i) up to $5,000 for the first violation, (ii) up to $9,000 for the second violation, and (iii) up to $12,000 for any subsequent violation. The bill provides that any such penalty assessed shall be paid to the Commissioner for deposit into the General Fund. The bill also authorizes the Commissioner to seek injunctive relief as may be necessary for enforcement.