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HB316

Virginia Stock Corporation Act; changes to Act.

Status:
Passed

Latest Action: April 6, 2026
House: Fiscal Impact Statement from State Corporation Commission (HB316)

Chief Patron:
Patrick Hope (D)

Session:
2026 Regular Session

Summary

As Passed House of Origin. 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. (Less)
  • Bill History

  • 01/09/2026 - House: Prefiled and ordered printed; Offered 01-14-2026 26103481D
  • 01/09/2026 - House: Referred to Committee on Labor and Commerce
  • 01/19/2026 - House: Assigned HCL sub: Subcommittee #1
  • 01/23/2026 - House: Placed on Labor and Commerce Agenda
  • 01/25/2026 - House: Fiscal Impact Statement from State Corporation Commission (HB316)
  • 01/27/2026 - House: House subcommittee offered
  • 01/27/2026 - House: Subcommittee recommends reporting with substitute (9-Y 0-N)
  • 01/28/2026 - House: Placed on Labor and Commerce Agenda
  • 01/29/2026 - House: Reported from Labor and Commerce with substitute (22-Y 0-N)
  • 01/29/2026 - House: Committee substitute printed 26106247D-H1
  • 02/01/2026 - House: Fiscal Impact Statement from State Corporation Commission (HB316)
  • 02/02/2026 - House: Read first time
  • 02/03/2026 - House: Read second time
  • 02/03/2026 - House: committee substitute agreed to
  • 02/03/2026 - House: Engrossed by House - committee substitute
  • 02/04/2026 - House: Read third time and passed House (97-Y 1-N 0-A)
  • 02/04/2026 - House: Reconsideration of passage agreed to by House
  • 02/04/2026 - House: Passed House (98-Y 0-N 0-A)
  • 02/05/2026 - Senate: Constitutional reading dispensed (on 1st reading)
  • 02/05/2026 - Senate: Referred to Committee on Commerce and Labor
  • 03/09/2026 - Senate: Senate committee offered
  • 03/09/2026 - Senate: Reported from Commerce and Labor with amendments (14-Y 0-N)
  • 03/10/2026 - Senate: Rules suspended
  • 03/10/2026 - Senate: Constitutional reading dispensed (on 2nd reading) (37-Y 0-N 0-A)
  • 03/10/2026 - Senate: Passed by for the day (Voice Vote)
  • 03/11/2026 - Senate: Read third time
  • 03/11/2026 - Senate: Commerce and Labor Amendments agreed to
  • 03/11/2026 - Senate: Engrossed by Senate as amended
  • 03/11/2026 - Senate: Passed Senate with amendments Block Vote (39-Y 0-N 0-A)
  • 03/11/2026 - Senate: Reconsideration of Senate passage agreed to by Senate Block Vote (40-Y 0-N 0-A)
  • 03/11/2026 - Senate: Passed Senate with amendments Block Vote (40-Y 0-N 0-A)
  • 03/12/2026 - House: Senate amendments agreed to by House (97-Y 0-N 0-A)
  • 03/30/2026 - House: Enrolled
  • 03/30/2026 - House: Bill text as passed House and Senate (HB316ER)
  • 03/30/2026 - Senate: Signed by President
  • 03/31/2026 - House: Signed by Speaker
  • 03/31/2026 - House: Enrolled Bill communicated to Governor on March 31, 2026
  • 03/31/2026 - Governor's Action Deadline 11:59 p.m., April 13, 2026
  • 04/06/2026 - House: Fiscal Impact Statement from State Corporation Commission (HB316)