HB439
Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.
Status:
In Senate
Latest Action:
Feb. 4, 2026
House: Passed House (98-Y 0-N 0-A)
Chief Patron:
Patrick Hope (D)
Session:
2026 Regular Session
Summary
As Introduced. 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 ... (More) 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. (Less)-
Bill History
- 01/12/2026 - House: Prefiled and ordered printed; Offered 01-14-2026 26105342D
- 01/12/2026 - House: Referred to Committee on General Laws
- 01/19/2026 - House: Placed on General Laws Agenda
- 01/20/2026 - House: Referred from General Laws and referred to Labor and Commerce (Voice Vote)
- 01/20/2026 - House: Referred to Committee on Labor and Commerce
- 01/22/2026 - House: Assigned HCL sub: Subcommittee #1
- 01/23/2026 - House: Placed on Labor and Commerce Agenda
- 01/26/2026 - House: Fiscal Impact Statement from State Corporation Commission (HB439)
- 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 26106243D-H1
- 02/02/2026 - House: Read first time
- 02/02/2026 - House: Fiscal Impact Statement from State Corporation Commission (HB439)
- 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)
