All Roll Calls
Yes: 262 • No: 0
Sponsored By: David W. Marsden (Democratic)
Signed by Governor
Virginia Stock Corporation Act. Makes various changes to the Virginia Stock Corporation Act, many of which conform the Act to recent changes to the Model Business Corporation Act produced by the Corporate Laws Committee of the American Bar Association's Business Law Section. Among other things, the bill (i) addresses the authority of a board of directors to delegate authority with respect to the issuance of shares to a committee of the board and one or more of the corporation's officers, (ii) removes the requirement for the cessation of shareholder agreements when a corporation becomes a public corporation, (iii) requires a corporation to maintain in its records certain shareholder agreements, (iv) removes the requirement for a corporation to maintain its financial statements for the three most recent fiscal years, and (v) authorizes a corporation to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends such matter. This bill is identical to HB 316.
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8 provisions identified: 3 benefits, 2 costs, 3 mixed.
Virginia corporate boards can let officers approve share issues, sales, and sale contracts within board-set limits. Officers can set share classes and their rights, and decide whether payment for shares is enough. Boards can also assign share-sale decisions to committees made up only of officers, with no directors. Authorized officers can issue rights, options, and warrants and set their terms, including terms for the underlying securities. That power remains subject to any power reserved to shareholders in the company's founding documents.
Qualifying shareholder agreements no longer end automatically when a corporation becomes public. Agreements that miss the law's special shareholder-agreement requirements can still bind shareholders and the corporation. They must follow the rest of the Virginia Stock Corporation Act. Once an agreement ends, the board can remove it and its references from founding documents or bylaws without shareholder action.
A corporation can agree to submit a matter to shareholders for a vote. That vote can proceed even after the board stops recommending the matter. The rule applies when the corporation has agreed to hold the vote.
Shareholders suing on a corporation's behalf must first deliver a written demand detailing their reasons, requested action, and possible lawsuit. Beneficial shareholders and unrestricted voting trust beneficial owners must include proof of ownership. The usual wait is 90 days, unless the company rejects the demand sooner or waiting risks irreparable harm to it. A company can seek dismissal after an adequately informed, good-faith review finds the suit against its interests and explains why. Shareholders challenging that review must state specific facts; discovery is limited to those facts, and shareholders generally must prove noncompliance. The company must prove reviewers lacked conflicting interests only when specific allegations raise a substantial question about their independence.
Corporations formed outside Virginia no longer have a process to initially register their names under this provision. Existing name registrations can be renewed during the 60 days before expiration. Registrations last one year. Renewal filings must give the company's name, place and date of incorporation, business description, and proof of good standing.
Virginia stock corporations can use bylaws to require internal company claims to go to named courts. Covered claims include disputes governed by the law of the company's internal affairs. The bylaw must exist before the case begins, and the named court must already have authority to hear it. Companies cannot use these bylaws to block Virginia courts or require arbitration.
Deals involving directors, officers, or related people gain protection from conflict-based damages and court orders through approval safeguards or fairness. Protection requires disclosure of key facts and approval by directors or shareholders without conflicting interests, or fairness to the corporation. Director approval requires a majority of directors without conflicts; one director alone cannot approve, and materially interested insiders' controlled shares do not count for shareholder approval. Related people include those whose family, financial, work, or professional ties could impair an insider's judgment. Shareholders generally cannot challenge or undo covered actions after shareholder approval. Exceptions preserve challenges involving improper approval, fraud, material misstatements or omissions, insider deals lacking required recommendation or approval, and specified nonunanimous-consent cases.
More corporations that have ceased to exist can apply to the State Corporation Commission for reinstatement within five years. Corporations terminated for continued abuse or overreach of legal authority remain ineligible. Court-dissolved corporations cannot qualify when the dissolution order makes no provision for reinstatement. Reinstatement requires the required filings, all past annual registration fees and penalties, and a $100 reinstatement fee. Reinstated corporations are treated as having existed continuously.
David W. Marsden
Democratic • Senate
There are no cosponsors for this bill.
All Roll Calls
Yes: 262 • No: 0
Senate vote • 3/11/2026
House amendments agreed to by Senate
Yes: 40 • No: 0
House vote • 3/10/2026
Passed House with amendments Block Vote
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
Constitutional reading dispensed Block Vote (on 1st reading)
Yes: 40 • No: 0
Senate vote • 1/28/2026
Passed by for the day Block Vote (Voice Vote)
Yes: 0 • No: 0
Senate vote • 1/26/2026
Reported from Commerce and Labor with substitute
Yes: 15 • No: 0
Acts of Assembly Chapter text (CHAP0892)
Approved by Governor-Chapter 892 (effective 7/1/2026)
Fiscal Impact Statement from State Corporation Commission (SB479)
Governor's Action Deadline 11:59 p.m., April 13, 2026
Enrolled Bill communicated to Governor on March 31, 2026
Signed by Speaker
Bill text as passed Senate and House (SB479ER)
Enrolled
Signed by President
House amendments agreed to by Senate (40-Y 0-N 0-A)
Passed House with amendments Block Vote (99-Y 0-N 0-A)
Engrossed by House as amended
committee amendments agreed to
Read third time
Read second time
Reported from Labor and Commerce with amendment(s) (21-Y 0-N)
House subcommittee offered
Subcommittee recommends reporting with amendment(s) (9-Y 0-N)
Fiscal Impact Statement from State Corporation Commission (SB479)
Assigned HCL sub: Subcommittee #1
Referred to Committee on Labor and Commerce
Read first time
Placed on Calendar
Read third time and passed Senate Block Vote (38-Y 0-N 0-A)
Engrossed by Senate Block Vote (Voice Vote)
Chaptered
4/13/2026
Enrolled
3/30/2026
Amendment
3/10/2026
Amendment
3/5/2026
Amendment
3/4/2026
Amendment
3/3/2026
Substitute
1/27/2026
Substitute
1/26/2026
Introduced
1/13/2026
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.