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VA HB316

VA HB316
Virginia Stock Corporation Act; changes to Act.


summary

Introduced
01/09/2026
In Committee
02/05/2026
Crossed Over
02/04/2026
Passed
Dead

Introduced Session

2026 Regular Regular Session

Bill 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.

AI Summary

This bill makes several changes to Virginia's Stock Corporation Act, largely aligning it with updates from the American Bar Association's Model Business Corporation Act. Key provisions include allowing a board of directors to delegate authority for issuing shares to a committee or officers, removing the requirement for shareholder agreements to end when a corporation becomes publicly traded, and mandating that corporations keep copies of these shareholder agreements. Additionally, the bill removes the obligation for corporations to retain financial statements from the three most recent fiscal years and permits a corporation to present a matter for a shareholder vote even if the board of directors later withdraws its recommendation.

Committee Categories

Business and Industry

Sponsors (1)

Last Action

Referred to Committee on Commerce and Labor (on 02/05/2026)

bill text


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bill summary

Document Type Source Location
State Bill Page https://lis.virginia.gov/bill-details/20261/HB316
Fiscal Note/Analysis - Fiscal Impact Statement from State Corporation Commission (HB316) https://lis.blob.core.windows.net/files/1105415.PDF
BillText https://lis.virginia.gov/bill-details/20261/HB316/text/HB316H1
BillText https://lis.virginia.gov/bill-details/20261/HB316/text/HB316HC2
BillText https://lis.virginia.gov/bill-details/20261/HB316/text/HB316HC1
Fiscal Note/Analysis - Fiscal Impact Statement from State Corporation Commission (HB316) https://lis.blob.core.windows.net/files/1096343.PDF
BillText https://lis.virginia.gov/bill-details/20261/HB316/text/HB316
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