SB246
Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.
Status:
In House
Latest Action:
Feb. 4, 2026
House: Referred to Committee on Labor and Commerce
Chief Patron:
Scott Surovell (D)
Session:
2026 Regular Session
Summary
As Passed House of Origin. 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 - Senate: Prefiled and ordered printed; Offered 01-14-2026 26105208D
- 01/12/2026 - Senate: Referred to Committee on Commerce and Labor
- 01/26/2026 - Senate: Fiscal Impact Statement from State Corporation Commission (SB246)
- 01/26/2026 - Senate: Senate committee offered
- 01/26/2026 - Senate: Reported from Commerce and Labor with substitute (15-Y 0-N)
- 01/27/2026 - Senate: Committee substitute printed 26106184D-S1
- 01/28/2026 - Senate: Rules suspended
- 01/28/2026 - Senate: Constitutional reading dispensed Block Vote (on 1st reading) (40-Y 0-N 0-A)
- 01/28/2026 - Senate: Passed by for the day Block Vote (Voice Vote)
- 01/28/2026 - Senate: Passed by for the day
- 01/29/2026 - Senate: Read second time
- 01/29/2026 - Senate: Commerce and Labor Substitute agreed to
- 01/29/2026 - Senate: Engrossed by Senate (Voice Vote)
- 01/29/2026 - Senate: Engrossed by Senate - committee substitute
- 01/30/2026 - Senate: Read third time and passed Senate (38-Y 0-N 0-A)
- 02/02/2026 - Senate: Fiscal Impact Statement from State Corporation Commission (SB246)
- 02/04/2026 - House: Placed on Calendar
- 02/04/2026 - House: Read first time
- 02/04/2026 - House: Referred to Committee on Labor and Commerce
