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West VirginiaHB 28892025 Regular SessionHouse

To permit a fairness hearing exemption to the registration requirements of the Uniform Securities Act.

Sponsored By: Vernon Criss (Republican)

Signed by Governor

§32-4-402§32-4-02A

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Bill Overview

Analyzed Economic Effects

2 provisions identified: 1 benefits, 1 costs, 0 mixed.

Registration relief for reorganizing West Virginia companies

The law creates a state fairness hearing process for company reorganizations, mergers, and changes to financing or ownership. It covers corporations and limited liability companies formed in West Virginia or with their main office there. Plans must issue securities in exchange for existing securities, claims, or property interests; part of the exchange can involve cash. Applicants must supply required documents, including values of what is exchanged and issued. The securities commissioner must hold a hearing within 30 days after receiving a complete application. Notice must arrive at least 10 days before the hearing, with proof of notice filed. Recipients of securities or other payment can appear, as can holders of a majority of company debt or any outstanding securities class. The commissioner must issue findings and approve or deny the plan within 10 business days after the hearing. Securities issued under approved plans are exempt from state registration, and the exchange transaction also receives an exemption.

New hearing charges for reorganizing companies

Applicants seeking approval through a fairness hearing can face a filing fee of up to $500. The securities commissioner can also bill applicants for conducting the hearing and preparing written findings. The $500 cap applies only to filing, not these added costs. The law sets no dollar cap, payment deadlines, or waivers for those added bills.

Sponsors & Cosponsors

Sponsor

  • Vernon Criss

    Republican • House

Cosponsors

  • Barnhart

    Affiliation unavailable

  • John Paul Hott

    Republican • House

Roll Call Votes

All Roll Calls

Yes: 349 • No: 9

House vote • 4/10/2025

House concurred in Senate amendment and passed bill (Roll No. 455)

Yes: 95 • No: 2

House vote • 4/10/2025

Effective from passage (Roll No. 456)

Yes: 98 • No: 0

Senate vote • 4/9/2025

Effective from passage (Roll No. 398)

Yes: 33 • No: 0

Senate vote • 4/9/2025

Passed Senate with amended title (Roll No. 397)

Yes: 33 • No: 1

House vote • 3/27/2025

Passed House (Roll No. 214)

Yes: 90 • No: 6

Actions Timeline

  1. Chapter 218, Acts, Regular Session, 2025

    7/31/2025House

  2. Approved by Governor 4/29/2025

    4/29/2025House

  3. To Governor 4/15/2025

    4/15/2025House

  4. To Governor 4/15/2025 - House Journal

    4/12/2025House

  5. To Governor 4/15/2025 - Senate Journal

    4/12/2025Senate

  6. Approved by Governor 4/29/2025 - Senate Journal

    4/12/2025Senate

  7. Approved by Governor 4/29/2025 - House Journal

    4/12/2025House

  8. House Message received

    4/11/2025Senate

  9. House received Senate message

    4/10/2025House

  10. House concurred in Senate amendment and passed bill (Roll No. 455)

    4/10/2025House

  11. Effective from passage (Roll No. 456)

    4/10/2025House

  12. Communicated to Senate

    4/10/2025House

  13. Completed legislative action

    4/10/2025House

  14. On 3rd reading

    4/9/2025Senate

  15. Read 3rd time

    4/9/2025Senate

  16. Passed Senate with amended title (Roll No. 397)

    4/9/2025Senate

  17. Effective from passage (Roll No. 398)

    4/9/2025Senate

  18. Senate requests House to concur

    4/9/2025Senate

  19. On 2nd reading

    4/8/2025Senate

  20. Read 2nd time

    4/8/2025Senate

  21. Committee amendment adopted (Voice vote)

    4/8/2025Senate

  22. Reported do pass, with amendment and title amendment

    4/7/2025Senate

  23. Immediate consideration

    4/7/2025Senate

  24. Read 1st time

    4/7/2025Senate

  25. Introduced in Senate

    3/29/2025Senate

Bill Text

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