VA HB2121 | 2021 | 1st Special Session
Note: Carry Over of previous HB2121
Status
Completed Legislative Action
Spectrum: Partisan Bill (Democrat 3-0)
Status: Passed on March 31 2021 - 100% progression
Action: 2021-03-31 - Governor: Acts of Assembly Chapter text (CHAP0487)
Text: Latest bill text (Chaptered) [HTML]
Spectrum: Partisan Bill (Democrat 3-0)
Status: Passed on March 31 2021 - 100% progression
Action: 2021-03-31 - Governor: Acts of Assembly Chapter text (CHAP0487)
Text: Latest bill text (Chaptered) [HTML]
Summary
State Corporation Commission; business entities filings; Virginia Stock Corporation Act. Aligns provisions governing the filings by nonstock corporations, limited liability companies, business trusts, and partnerships related to cancellations, abandonments, name restrictions and registered agent resignations, and entity conversions to the provisions governing such filings for stock corporations. The Virginia Stock Corporation Act was comprehensively updated during the 2019 Session of the General Assembly. The bill includes adjustments to the assessment of annual fees after certain entity conversions or domestications. The bill also provides that certain legacy terms will be construed to mean their updated counterparts during a two-year transition. State Corporation Commission; business entities filings; Virginia Stock Corporation Act. Aligns provisions governing the filings by nonstock corporations, limited liability companies, business trusts, and partnerships related to cancellations, abandonments, name restrictions and registered agent resignations, and entity conversions to the provisions governing such filings for stock corporations. The Virginia Stock Corporation Act was comprehensively updated during the 2019 Session of the General Assembly. The bill includes adjustments to the assessment of annual fees after certain entity conversions or domestications. The bill also provides that certain legacy terms will be construed to mean their updated counterparts during a two-year transition. The bill amends various provisions of the Virginia Stock Corporation Act (the Act). The bill provides that for any notice to shareholders required by the Act, such notice is not required for a shareholder for whom notice of two consecutive annual meetings and all notices of meetings in between, or all distributions in a 12-month period or two consecutive distributions in a period of more than 12 months, have been sent and have been returned undeliverable or could not be delivered. The bill authorizes a board of directors to adopt certain emergency bylaws and exercise its emergency powers when there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action. The bill provides that during such an emergency, a board of directors is authorized to take any action it deems practicable and necessary to address the circumstances of the emergency, including (i) postponing any meeting; (ii) for certain corporations, notifying shareholders of any such postponement by filing with the U.S. Securities and Exchange Commission; and (iii) for a distribution that has been declared by the record date that has not occurred, canceling distribution or changing the amount of distributions, or changing the record date or the payment date of such distributions. The bill provides that if the articles of incorporation provide that a board of directors may by adoption of an amendment to the articles of incorporation classify or reclassify unissued shares, the articles of incorporation are deemed to authorize the board of directors to amend the articles unless the articles expressly state that shareholder action is required. The bill provides that the shareholder's list required for inspection by any shareholder may be made available on a reasonably accessible electronic network, provided that the information to gain access to such list is provided with the notice of the shareholders' meeting. The bill also amends provisions regarding when shareholder approval is not required for a plan of merger or share exchange.
Title
State Corporation Commission; business entities filings.
Sponsors
| Del. Mark Keam [D] | Del. Kaye Kory [D] | Del. Rodney Willett [D] |
Roll Calls
2021-02-24 - Senate - Senate: Passed Senate (39-Y 0-N) (Y: 39 N: 0 NV: 0 Abs: 0) [PASS]
2021-02-23 - Senate - Senate: Constitutional reading dispensed (38-Y 0-N) (Y: 38 N: 0 NV: 0 Abs: 1) [PASS]
2021-02-22 - Senate - Senate: Reported from Commerce and Labor (15-Y 0-N) (Y: 15 N: 0 NV: 0 Abs: 0) [PASS]
2021-02-05 - Senate - Senate: Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N) (Y: 15 N: 0 NV: 0 Abs: 0) [PASS]
2021-01-26 - House - House: VOTE: Block Vote Passage (99-Y 0-N) (Y: 99 N: 0 NV: 0 Abs: 1) [PASS]
2021-01-21 - House - House: Reported from Labor and Commerce with amendment(s) (22-Y 0-N) (Y: 22 N: 0 NV: 0 Abs: 0) [PASS]
2021-02-23 - Senate - Senate: Constitutional reading dispensed (38-Y 0-N) (Y: 38 N: 0 NV: 0 Abs: 1) [PASS]
2021-02-22 - Senate - Senate: Reported from Commerce and Labor (15-Y 0-N) (Y: 15 N: 0 NV: 0 Abs: 0) [PASS]
2021-02-05 - Senate - Senate: Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N) (Y: 15 N: 0 NV: 0 Abs: 0) [PASS]
2021-01-26 - House - House: VOTE: Block Vote Passage (99-Y 0-N) (Y: 99 N: 0 NV: 0 Abs: 1) [PASS]
2021-01-21 - House - House: Reported from Labor and Commerce with amendment(s) (22-Y 0-N) (Y: 22 N: 0 NV: 0 Abs: 0) [PASS]
History
| Date | Chamber | Action |
|---|---|---|
| 2021-03-31 | Governor: Acts of Assembly Chapter text (CHAP0487) | |
| 2021-03-31 | Governor: Approved by Governor-Chapter 487 (effective 7/1/21) | |
| 2021-03-15 | Governor: Governor's Action Deadline 11:59 p.m., March 31, 2021 | |
| 2021-03-15 | House | Enrolled Bill communicated to Governor on March 15, 2021 |
| 2021-03-11 | House | Signed by Speaker |
| 2021-03-09 | Senate | Signed by President |
| 2021-03-09 | House | Bill text as passed House and Senate (HB2121ER) |
| 2021-03-09 | House | Enrolled |
| 2021-02-24 | Senate | Passed Senate (39-Y 0-N) |
| 2021-02-24 | Senate | Read third time |
| 2021-02-23 | Senate | Constitutional reading dispensed (38-Y 0-N) |
| 2021-02-22 | Senate | Reported from Commerce and Labor (15-Y 0-N) |
| 2021-02-05 | Senate | Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N) |
| 2021-01-27 | Senate | Referred to Committee on Commerce and Labor |
| 2021-01-27 | Senate | Constitutional reading dispensed |
| 2021-01-26 | House | VOTE: Block Vote Passage (99-Y 0-N) |
| 2021-01-26 | House | Read third time and passed House BLOCK VOTE (99-Y 0-N) |
| 2021-01-25 | House | Printed as engrossed 21102793D-E |
| 2021-01-25 | House | Engrossed by House as amended HB2121E |
| 2021-01-25 | House | Committee amendments agreed to |
| 2021-01-25 | House | Read second time |
| 2021-01-22 | House | Read first time |
| 2021-01-21 | House | Reported from Labor and Commerce with amendment(s) (22-Y 0-N) |
| 2021-01-12 | House | Referred to Committee on Labor and Commerce |
| 2021-01-12 | House | Prefiled and ordered printed; offered 01/13/21 21102793D |
Same As/Similar To
HB2121 (Carry Over) 2021-02-05 - Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N)
Subjects
Code Citations
| Chapter | Article | Section | Citation Type | Statute Text |
|---|---|---|---|---|
| 13 | 1 | 1002 | (n/a) | See Bill Text |
| 13 | 1 | 1004 | (n/a) | See Bill Text |
| 13 | 1 | 1005 | (n/a) | See Bill Text |
| 13 | 1 | 1012 | (n/a) | See Bill Text |
| 13 | 1 | 1017 | (n/a) | See Bill Text |
| 13 | 1 | 1052 | (n/a) | See Bill Text |
| 13 | 1 | 1054 | (n/a) | See Bill Text |
| 13 | 1 | 1062 | (n/a) | See Bill Text |
| 13 | 1 | 1065 | (n/a) | See Bill Text |
| 13 | 1 | 1073.1 | (n/a) | See Bill Text |
| 13 | 1 | 1074 | (n/a) | See Bill Text |
| 13 | 1 | 1075 | (n/a) | See Bill Text |
| 13 | 1 | 1080 | (n/a) | See Bill Text |
| 13 | 1 | 1087 | (n/a) | See Bill Text |
| 13 | 1 | 1096 | (n/a) | See Bill Text |
| 13 | 1 | 1099.14 | (n/a) | See Bill Text |
| 13 | 1 | 1099.26 | (n/a) | See Bill Text |
| 13 | 1 | 1201 | (n/a) | See Bill Text |
| 13 | 1 | 1203 | (n/a) | See Bill Text |
| 13 | 1 | 1212 | (n/a) | See Bill Text |
| 13 | 1 | 1214 | (n/a) | See Bill Text |
| 13 | 1 | 1222 | (n/a) | See Bill Text |
| 13 | 1 | 1242 | (n/a) | See Bill Text |
| 13 | 1 | 1252 | (n/a) | See Bill Text |
| 13 | 1 | 1255 | (n/a) | See Bill Text |
| 13 | 1 | 1263.1 | (n/a) | See Bill Text |
| 13 | 1 | 1264 | (n/a) | See Bill Text |
| 13 | 1 | 1265 | (n/a) | See Bill Text |
| 13 | 1 | 1271 | (n/a) | See Bill Text |
| 13 | 1 | 1277 | (n/a) | See Bill Text |
| 13 | 1 | 609 | (n/a) | See Bill Text |
| 13 | 1 | 610 | (n/a) | See Bill Text |
| 13 | 1 | 615 | (n/a) | See Bill Text |
| 13 | 1 | 615.1 | (n/a) | See Bill Text |
| 13 | 1 | 625 | (n/a) | See Bill Text |
| 13 | 1 | 628 | (n/a) | See Bill Text |
| 13 | 1 | 630 | (n/a) | See Bill Text |
| 13 | 1 | 636 | (n/a) | See Bill Text |
| 13 | 1 | 639 | (n/a) | See Bill Text |
| 13 | 1 | 658 | (n/a) | See Bill Text |
| 13 | 1 | 661 | (n/a) | See Bill Text |
| 13 | 1 | 710 | (n/a) | See Bill Text |
| 13 | 1 | 711 | (n/a) | See Bill Text |
| 13 | 1 | 716 | (n/a) | See Bill Text |
| 13 | 1 | 718 | (n/a) | See Bill Text |
| 13 | 1 | 721.1 | (n/a) | See Bill Text |
| 13 | 1 | 722.12:1 | (n/a) | See Bill Text |
| 13 | 1 | 722.6 | (n/a) | See Bill Text |
| 13 | 1 | 759 | (n/a) | See Bill Text |
| 13 | 1 | 765 | (n/a) | See Bill Text |
| 13 | 1 | 775.1 | (n/a) | See Bill Text |
| 13 | 1 | 803 | (n/a) | See Bill Text |
| 13 | 1 | 806 | (n/a) | See Bill Text |
| 13 | 1 | 807 | (n/a) | See Bill Text |
| 13 | 1 | 809 | (n/a) | See Bill Text |
| 13 | 1 | 815 | (n/a) | See Bill Text |
| 13 | 1 | 815.1 | (n/a) | See Bill Text |
| 13 | 1 | 816 | (n/a) | See Bill Text |
| 13 | 1 | 829 | (n/a) | See Bill Text |
| 13 | 1 | 830 | (n/a) | See Bill Text |
| 13 | 1 | 831 | (n/a) | See Bill Text |
| 13 | 1 | 835 | (n/a) | See Bill Text |
| 13 | 1 | 894 | (n/a) | See Bill Text |
| 13 | 1 | 897.1 | (n/a) | See Bill Text |
| 13 | 1 | 898.1:1 | (n/a) | See Bill Text |
| 13 | 1 | 898.7 | (n/a) | See Bill Text |
| 13 | 1 | 921 | (n/a) | See Bill Text |
| 13 | 1 | 927 | (n/a) | See Bill Text |
| 13 | 1 | 936.1 | (n/a) | See Bill Text |
| 13 | 1 | 941.01 | (n/a) | See Bill Text |
| 13 | 1 | 944 | (n/a) | See Bill Text |
| 13 | 1 | 944.7 | (n/a) | See Bill Text |
| 15 | 2 | 5112 | (n/a) | See Bill Text |
| 15 | 2 | 5431.35:1 | (n/a) | See Bill Text |
| 15 | 2 | 5431.8:1 | (n/a) | See Bill Text |
| 15 | 2 | 5431.9 | (n/a) | See Bill Text |
| 15 | 2 | 5431.9:1 | (n/a) | See Bill Text |
