# Virginia SB479: Virginia Stock Corporation Act; changes to Act. Virginia SB479, Virginia Stock Corporation Act; changes to Act., is a 2026 Regular Session Senate bill sponsored by David W. Marsden (Democratic); status signed, last action 2026-04-13 (Acts of Assembly Chapter text (CHAP0892)); PRIA reads it as touching household money (as of 2026-10-12). - Canonical: https://policyrisk.com/state-bill/VA-SB479-2026 - As of: 2026-10-12 - Plain-text twin of the page above; the HTML and this file carry the same facts. ## Facts - Bill: Virginia SB479 - State: Virginia - Session: 2026 Regular Session - Title: Virginia Stock Corporation Act; changes to Act. - Status: signed - Chamber: Senate - Introduced: 2026-01-13 - Last action: 2026-04-13, Acts of Assembly Chapter text (CHAP0892) - Sponsor: David W. Marsden (Democratic) - Cosponsors: 0 - Touches household money: yes - Roll calls: 10 (262 yes, 0 no in all) - Economic provisions PRIA read: 8 ## Summary 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. ## Bill overview: provisions PRIA read - Officers gain power to issue shares: benefit, low. 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, w… - Shareholder agreements can stay in force: benefit, low. 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 agreem… - Shareholder votes can survive board reversals: benefit, low. 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 face tighter company lawsuit rules: cost, low. 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 re… - Foreign corporations lose new name registrations: cost, low. 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 incorpo… - Companies can direct shareholder court claims: mixed, low. 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. Compan… - Insider deals gain protection, challenges narrow: mixed, low. 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 corpor… - More corporations qualify for paid reinstatement: mixed, low. 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… ## Sponsors and cosponsors - Sponsor: David W. Marsden (Democratic), Senate ## Roll call votes | Date | Chamber | Motion | Result | Yes | No | Other | | --- | --- | --- | --- | --- | --- | --- | | 2026-03-11 | Senate | House amendments agreed to by Senate | pass | 40 | 0 | | | 2026-03-10 | House | Passed House with amendments Block Vote | pass | 99 | 0 | | | 2026-03-05 | House | Reported from Labor and Commerce with amendment(s) | pass | 21 | 0 | | | 2026-03-03 | House | Subcommittee recommends reporting with amendment(s) | pass | 9 | 0 | | | 2026-01-30 | Senate | Read third time and passed Senate Block Vote | pass | 38 | 0 | | | 2026-01-29 | Senate | Engrossed by Senate Block Vote (Voice Vote) | pass | 0 | 0 | | | 2026-01-29 | Senate | Commerce and Labor Substitute agreed to | pass | 0 | 0 | | | 2026-01-28 | Senate | Constitutional reading dispensed Block Vote (on 1st reading) | pass | 40 | 0 | | | 2026-01-28 | Senate | Passed by for the day Block Vote (Voice Vote) | pass | 0 | 0 | | | 2026-01-26 | Senate | Reported from Commerce and Labor with substitute | pass | 15 | 0 | | ## Actions (39) - 2026-04-13: Acts of Assembly Chapter text (CHAP0892) (Governor) - 2026-04-13: Approved by Governor-Chapter 892 (effective 7/1/2026) (Governor) - 2026-04-06: Fiscal Impact Statement from State Corporation Commission (SB479) (Senate) - 2026-03-31: Governor's Action Deadline 11:59 p.m., April 13, 2026 (Governor) - 2026-03-31: Enrolled Bill communicated to Governor on March 31, 2026 (Senate) - 2026-03-31: Signed by Speaker (House) - 2026-03-30: Bill text as passed Senate and House (SB479ER) (Senate) - 2026-03-30: Enrolled (Senate) - 2026-03-30: Signed by President (Senate) - 2026-03-11: House amendments agreed to by Senate (40-Y 0-N 0-A) (Senate) - 2026-03-10: Passed House with amendments Block Vote (99-Y 0-N 0-A) (House) - 2026-03-10: Engrossed by House as amended (House) - 2026-03-10: committee amendments agreed to (House) - 2026-03-10: Read third time (House) - 2026-03-09: Read second time (House) - 2026-03-05: Reported from Labor and Commerce with amendment(s) (21-Y 0-N) (House) - 2026-03-03: House subcommittee offered (House) - 2026-03-03: Subcommittee recommends reporting with amendment(s) (9-Y 0-N) (House) - 2026-02-26: Fiscal Impact Statement from State Corporation Commission (SB479) (Senate) - 2026-02-25: Assigned HCL sub: Subcommittee #1 (House) - 2026-02-04: Referred to Committee on Labor and Commerce (House) - 2026-02-04: Read first time (House) - 2026-02-04: Placed on Calendar (House) - 2026-01-30: Read third time and passed Senate Block Vote (38-Y 0-N 0-A) (Senate) - 2026-01-29: Engrossed by Senate Block Vote (Voice Vote) (Senate) - 2026-01-29: Commerce and Labor Substitute agreed to (Senate) - 2026-01-29: Engrossed by Senate - committee substitute (Senate) - 2026-01-29: Read second time (Senate) - 2026-01-28: Passed by for the day Block Vote (Voice Vote) (Senate) - 2026-01-28: Constitutional reading dispensed Block Vote (on 1st reading) (40-Y 0-N 0-A) (Senate) - 2026-01-28: Passed by for the day (Senate) - 2026-01-28: Rules suspended (Senate) - 2026-01-27: Committee substitute printed 26106187D-S1 (Senate) - 2026-01-26: Senate committee offered (Senate) - 2026-01-26: Senate committee offered (Senate) - 2026-01-26: Reported from Commerce and Labor with substitute (15-Y 0-N) (Senate) - 2026-01-25: Fiscal Impact Statement from State Corporation Commission (SB479) (Senate) - 2026-01-13: Referred to Committee on Commerce and Labor (Senate) - 2026-01-13: Prefiled and ordered printed; Offered 01-14-2026 26103811D (Senate) ## Bill text - Chaptered, 2026-04-13: [HTML](https://lis.blob.core.windows.net/files/1223180.HTML), [PDF](https://lis.blob.core.windows.net/files/1223179.PDF) - Enrolled, 2026-03-30: [HTML](https://lis.blob.core.windows.net/files/1211895.HTML), [PDF](https://lis.blob.core.windows.net/files/1211894.PDF) - Amendment, 2026-03-10: [HTML](https://lis.blob.core.windows.net/files/1203245.HTML) - Amendment, 2026-03-05: [HTML](https://lis.blob.core.windows.net/files/1196957.HTML) - Amendment, 2026-03-04: [HTML](https://lis.blob.core.windows.net/files/1192011.HTML) - Amendment, 2026-03-03: [HTML](https://lis.blob.core.windows.net/files/1191116.HTML) - Substitute, 2026-01-27: [HTML](https://lis.blob.core.windows.net/files/1097392.HTML), [PDF](https://lis.blob.core.windows.net/files/1097391.PDF) - Substitute, 2026-01-26: [HTML](https://lis.blob.core.windows.net/files/1097096.HTML), [PDF](https://lis.blob.core.windows.net/files/1097095.PDF) - Introduced, 2026-01-13: [HTML](https://lis.blob.core.windows.net/files/1090448.HTML), [PDF](https://lis.blob.core.windows.net/files/1090447.PDF) ## Related bills - HB5: Employment; paid sick leave, civil penalties. (signed) - SB199: Employment; paid sick leave, civil penalties. (signed) - HB95: Va. Residential Landlord and Tenant Act; landlord remedies, noncompliance with rental agreement. (signed) - HB1393: Electric utilities; pilot program for energy assistance and weatherization for certain individuals. (signed) - HB834: Virginia Residential Landlord and Tenant Act; fire or casualty damage, termination by landlord. (signed) - HB675: Protection of employees; coercion or threat based on immigration status, civil penalty. (signed) ## Sources - [Chaptered (HTML)](https://lis.blob.core.windows.net/files/1223180.HTML) - [Chaptered (PDF)](https://lis.blob.core.windows.net/files/1223179.PDF) - [Enrolled (HTML)](https://lis.blob.core.windows.net/files/1211895.HTML) - [Enrolled (PDF)](https://lis.blob.core.windows.net/files/1211894.PDF) - [Amendment (HTML)](https://lis.blob.core.windows.net/files/1203245.HTML) - [Amendment (HTML)](https://lis.blob.core.windows.net/files/1196957.HTML) - [Amendment (HTML)](https://lis.blob.core.windows.net/files/1192011.HTML) - [Amendment (HTML)](https://lis.blob.core.windows.net/files/1191116.HTML) - [Substitute (HTML)](https://lis.blob.core.windows.net/files/1097392.HTML) - [Substitute (PDF)](https://lis.blob.core.windows.net/files/1097391.PDF) - [Substitute (HTML)](https://lis.blob.core.windows.net/files/1097096.HTML) - [Substitute (PDF)](https://lis.blob.core.windows.net/files/1097095.PDF) - [Introduced (HTML)](https://lis.blob.core.windows.net/files/1090448.HTML) - [Introduced (PDF)](https://lis.blob.core.windows.net/files/1090447.PDF) ## Related - [HB5: Employment; paid sick leave, civil penalties.](https://policyrisk.com/state-bill/VA-HB5-2026) - [SB199: Employment; paid sick leave, civil penalties.](https://policyrisk.com/state-bill/VA-SB199-2026) - [HB95: Va. Residential Landlord and Tenant Act; landlord remedies, noncompliance with…](https://policyrisk.com/state-bill/VA-HB95-2026) - [HB1393: Electric utilities; pilot program for energy assistance and weatherization for…](https://policyrisk.com/state-bill/VA-HB1393-2026) - [HB834: Virginia Residential Landlord and Tenant Act; fire or casualty damage, terminat…](https://policyrisk.com/state-bill/VA-HB834-2026) - [HB675: Protection of employees; coercion or threat based on immigration status, civil…](https://policyrisk.com/state-bill/VA-HB675-2026) - [Virginia bills](https://policyrisk.com/states/virginia/bills) - [Virginia state hub](https://policyrisk.com/states/virginia) - [All state legislation](https://policyrisk.com/state-bills) Source: PRIA, https://policyrisk.com/state-bill/VA-SB479-2026 (as of 2026-10-12).