All Roll Calls
Yes: 262 • No: 0
Sponsored By: David W. Marsden (Democratic)
Became Law
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.
Personalized for You
Sign up for a PRIA Policy Scan to see your personalized alignment score for this bill and every other piece of legislation we track. We analyze your financial profile against policy provisions to show you exactly what matters to your wallet.
9 provisions identified: 0 benefits, 2 costs, 7 mixed.
Incorporators or the board adopt the first bylaws. Bylaws can include shareholder nomination rules for proxy materials and pick a Virginia court as the exclusive forum if it has jurisdiction. Shareholders cannot use bylaws to block the board from changing reasonable nomination procedures. Boards may create committees of two or more directors. Committees cannot fill board vacancies, change articles or bylaws, approve certain mergers, or issue shares or distributions beyond board limits. Non‑directors may serve on committees but usually cannot vote on board functions.
To sue on the company’s behalf, a shareholder must have owned shares at the time of the act, make a written demand, and usually wait 90 days. Beneficial owners must include proof with the demand. A court must dismiss the case if disinterested directors, a disinterested committee, or a court‑appointed panel does an informed, good‑faith review and decides the case is not in the company’s best interest. Plaintiffs must plead detailed facts to challenge that review. If the case brings a substantial benefit, a court may order the company to pay the plaintiff’s expenses. If the demand or suit was arbitrary, vexatious, or not in good faith, the plaintiff or the plaintiff’s lawyer can be ordered to pay the defendants’ expenses. For suits about foreign corporations, Virginia courts apply the law of the company’s home jurisdiction if Virginia is a convenient forum.
The board, a board committee, or authorized officers must approve share issuances. Payment can be cash, notes, services, or other value, and the adequacy decision makes shares fully paid. Shares for future services can be escrowed or canceled if promises are not met. Companies can grant rights, options, or warrants; authorized officers may choose recipients within board limits, but not themselves. Shareholder agreements are allowed even if they differ from normal rules. They must be approved or signed by all shareholders at the time and noted on certificates. A buyer who did not know of the agreement can cancel within 90 days of learning or within two years of purchase, whichever is earlier. Agreements end if the company becomes publicly held.
Shareholders must approve a sale, lease, or other asset deal if it would leave no significant continuing business. A company is treated as keeping a real business if it keeps at least 20% of total assets and at least 20% of either income before tax or revenues from continuing operations. Determinations use the most recent fiscal year, and public companies may rely on audited statements.
Virginia sets fixed State Corporation Commission fees. Articles of conversion cost $100. Many common filings cost $25. Name reservations, some dissolutions, and certain notices cost $10. A certificate under § 13.1-781 costs $6. A foreign company can register its name for one year and renew in the 60 days before it expires. Registration ends if a Virginia company takes the name, the foreign company becomes authorized in Virginia, or the registrant releases it.
Articles of incorporation must list the company name, total authorized shares, classes or series, the registered office, and a qualified registered agent. The agent must be a Virginia resident director, a Virginia lawyer, or an authorized entity. Corporations must keep minutes, actions without meetings, accounting records, current shareholder lists, articles, bylaws, three years of shareholder communications, director and officer names, and the latest annual report. Records can be electronic if they can be printed on paper. Shareholder lists need not include electronic contact info, and some beneficial owners can be omitted unless the company uses a registration procedure.
A corporation dissolves when an event in its articles or bylaws occurs, directors and shareholders vote to dissolve, a court orders it, or the law causes automatic or involuntary termination. A terminated corporation can apply to reinstate within five years unless barred. It must pay a $100 reinstatement fee plus all past‑due annual registration fees and penalties, file the last annual report, and fix name or registered agent issues. If reinstated, the company’s existence is treated as continuous from the termination date.
A deal involving a director or officer conflict is valid if one of three things happens. Disinterested directors approve it after full disclosure. Or disinterested shareholders approve it after full disclosure. Or the deal is fair to the company. The law also defines who counts as a related person.
A matter can still go to a shareholder vote even if the board withdraws its recommendation. After shareholders approve a corporate action, most later lawsuits to undo it are barred. Challenges are allowed only for lack of authorization, fraud or material misstatements or omissions, interested‑party problems without required approvals, or when proper notice was not given for actions taken without unanimous consent. For those consent actions, a shareholder must sue within the law’s 10‑day windows.
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 • Other: 1
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
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
SB767 — Motor vehicles; glass repair and replacement, emissions inspections, penalties, repeals.
Motor vehicle glass repair and replacement; emissions inspection; penalties. Establishes various notice requirements for motor vehicle glass repair shops, defined in the bill, and provides that a violation of such requirements is a prohibited practice under the Virginia Consumer Protection Act. The bill permits a motor vehicle to qualify for an emissions inspection waiver if such vehicle has failed an inspection and the vehicle's onboard diagnostic system is in a not-ready condition to be tested when presented for reinspection. This bill is identical to HB 312.
SB803 — Virginia Fair Housing Law; regulations defining terms related to unlawful conduct.
Virginia Fair Housing Law; unlawful conduct. Directs the Fair Housing Board to promulgate regulations defining "quid pro quo harassment," "hostile environment harassment," and other terms related to unlawful conduct under the Virginia Fair Housing Law. The bill directs the Fair Housing Board to adopt emergency regulations to implement the provisions of the bill.
SB731 — Private companies providing public transportation services; employee protections.
Private companies providing public transportation services; employee protections; report. Requires the governing body of any county or city that contracts with a private company to provide transportation services to (i) require such company to provide any employee of such company providing such services compensation and benefits that are, at a minimum, equivalent to the compensation and benefits provided to a public employee, as defined in the bill, with a position requiring equivalent qualifications and years of service; (ii) provide transportation services through such company's own employees; and (iii) if such county or city subsequently elects to provide its own system of public transportation, adopt an ordinance or resolution providing for collective bargaining and ensure all employees of such private company are offered employment with such subsequent public transportation system without loss of compensation or benefits. The bill clarifies that the bill only applies to actions occurring on or after the effective date and excludes any action taken, contract signed, liability incurred, or right accrued prior to July 1, 2026, from the requirements. Finally, the bill directs the Director of the Department of Rail and Public Transportation to convene a work group to develop recommendations on how to implement the provisions of the bill and requires the work group to report its findings and recommendations to the Chairs of the House Committee on Labor and Commerce and Senate Committee on Local Government by November 1, 2026. This bill is identical to HB 547.
SB620 — Va. ABC Authority; permitting of retail tobacco product retailers, etc.
Virginia Alcoholic Beverage Control Authority; permitting of retail tobacco product retailers; purchase, possession, and sale of retail tobacco products; penalties; report. Transitions and provides a more comprehensive structure for the current licensing and enforcement responsibilities related to liquid nicotine and retail tobacco products from the Department of Taxation to a permitting system administered by the Virginia Alcoholic Beverage Control Authority. The bill requires the Board of Directors of the Virginia Alcoholic Beverage and Control Authority to conduct an unannounced buyer operation at least once every 24 months to verify that a permittee, defined in the bill, is not selling retail tobacco products to persons under 21 years of age. Portions of the bill have a delayed effective date of October 1, 2026. This bill is identical to HB 308.
SB666 — Residential land development and construction; fee transparency, local housing development.
Department of Housing and Community Development; housing development database. Requires the Department of Housing and Community Development to collect from each locality and make available to the public, localities, state agencies, and other state and regional public entities in a centralized, machine-readable, screen reader compatible database various data for each new and existing housing development in each locality in the Commonwealth, including data related to the number of housing development plans submitted and approved by the locality and the average approval timeline for housing development plans.
SB599 — Va. Opioid Use Red. & Jail-Based Substance Use Disorder Trtmt. and Transition Fund; grant procedure.
Virginia Opioid Use Reduction and Jail-Based Substance Use Disorder Treatment and Transition Fund; grant procedures. Requires the grant procedure to govern funds awarded to local and regional jails for the planning or operation of substance use disorder treatment services and transition services for persons with substance use disorder who are incarcerated in local and regional jails to include requirements that (i) any grant awarded shall be made for up to three years and (ii) an applicant for a grant submit a plan demonstrating how such applicant will become independently financially viable within the time period for which the grant is awarded. This bill is a recommendation of the Joint Commission on Health Care and is identical to HB 455.