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Virginia Nonstock Corporation Act. Provides for numerous revisions to the Virginia Nonstock Corporation Act. Among other revisions, the bill (i) authorizes certain actions to derive from its bylaws in addition to its articles of incorporation, (ii) makes changes to the process of amending articles of incorporation and bylaws, (iii) authorizes inclusion of an exclusive forum provision in the bylaws, (iv) permits transfer of membership interests, (v) authorizes members to bring derivative proceedings, (vi) permits a court to remove a director in certain circumstances, (vii) provides for abandonment of an amendment or restatement of the articles of incorporation, (viii) extends the current provisions related to mergers to include interest exchanges and to provide for parent-subsidiary mergers, (ix) replaces existing provisions on conversion with provisions based on the Virginia Stock Act, and (x) adds provisions governing charitable corporations and charitable assets, including the authority of the Office of the Attorney General with respect to such. The bill includes technical amendments and has a delayed effective date of July 1, 2027.
Introduced
Jan 12, 2026
Last Action
Mar 12, 2026
Session
VA 2026
Sponsors
1 primary · 0 co
House amendments agreed to by Senate (40-Y 0-N 0-A)
Passed House with amendments (99-Y 0-N 0-A)
Engrossed by House as amended
Delegate Hope Floor amendments agreed to
committee amendments agreed to
Read third time
Floor offered Delegate Hope Amendments
Moved from Uncontested Calendar to Regular Calendar
Passed by for the day
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)
Assigned HCL sub: Subcommittee #1
Placed on Calendar
Read first time
Referred to Committee on Labor and Commerce
Fiscal Impact Statement from State Corporation Commission (SB246)
Read third time and passed Senate (38-Y 0-N 0-A)
Read second time
Engrossed by Senate - committee substitute
Engrossed by Senate (Voice Vote)
Commerce and Labor Substitute agreed to
Rules suspended
Passed by for the day
Passed by for the day Block Vote (Voice Vote)
Constitutional reading dispensed Block Vote (on 1st reading) (40-Y 0-N 0-A)
Committee substitute printed 26106184D-S1
Fiscal Impact Statement from State Corporation Commission (SB246)
Reported from Commerce and Labor with substitute (15-Y 0-N)
Senate committee offered
Referred to Committee on Commerce and Labor
Prefiled and ordered printed; Offered 01-14-2026 26105208D
Get a plain-English explanation of what this bill does, who it affects, and why it matters.
House amendments agreed to by Senate (40-Y 0-N 0-A)
Scott A. Surovell