HB 439: Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.

Official summary

Abstract published by the legislature (via Open States). Text as published by the legislature; reproduced verbatim.

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 January 1, 2027. This bill is identical to SB 246.

Sponsors

Sponsors by party (alphabetical): Democratic 1

“Support” is shown only as formal sponsorship recorded by the legislature. Roll-call votes are available on the official bill page.

Recent official actions

1. April 8, 2026Acts of Assembly Chapter text (CHAP0393)
2. April 8, 2026Approved by Governor-Chapter393 (Effective 1/1/2027)
3. April 6, 2026Fiscal Impact Statement from State Corporation Commission (HB439)
4. March 31, 2026Governor's Action Deadline 11:59 p.m., April 13, 2026
5. March 31, 2026Enrolled Bill communicated to Governor on March 31, 2026
6. March 31, 2026Signed by Speaker
7. March 30, 2026Signed by President
8. March 30, 2026Bill text as passed House and Senate (HB439ER)
9. March 30, 2026Enrolled
10. March 12, 2026Senate amendments agreed to by House (98-Y 0-N 0-A)
11. March 11, 2026Passed Senate with amendments Block Vote (40-Y 0-N 0-A)
12. March 11, 2026Reconsideration of Senate passage agreed to by Senate Block Vote (40-Y 0-N 0-A)

Showing 12 most recent of 40 actions. Full history