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type, title, description, jurisdiction, legislature, session, identifier, citation, classification, subjects, status, primary_sponsors, version_count, action_count, vote_count, first_action, last_action, source, source_identifier, source_url, source_hash, vintage, source_snapshot, retrieved_at, confidence, tags
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| Bill | State Corporation Commission; business entities filings. | State Corporation Commission; business entities filings; Virginia Stock Corporation Act. Aligns provisions governing the filings by nonstock corporations, limited liability companies, business trusts, and partnerships related to cancellations, abandonments, name restrictions and registered agent resignations, and entity conversions to the provisions governing such filings for stock corporations. The Virginia Stock Corporation Act was comprehensively updated during the 2019 Session of the General Assembly. The bill includes adjustments to the assessment of annual fees after certain entity conversions or domestications. The bill also provides that certain legacy terms will be construed to mean their updated counterparts during a two-year transition. The bill amends various provisions of the Virginia Stock Corporation Act (the Act). The bill provides that for any notice to shareholders required by the Act, such notice is not required for a shareholder for whom notice of two consecutive annual meetings and all notices of meetings in between, or all distributions in a 12-month period or two consecutive distributions in a period of more than 12 months, have been sent and have been returned undeliverable or could not be delivered. The bill authorizes a board of directors to adopt certain emergency bylaws and exercise its emergency powers when there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action. The bill provides that during such an emergency, a board of directors is authorized to take any action it deems practicable and necessary to address the circumstances of the emergency, including (i) postponing any meeting; (ii) for certain corporations, notifying shareholders of any such postponement by filing with the U.S. Securities and Exchange Commission; and (iii) for a distribution that has been declared by the record date that has not occurred, canceling distribution or changing the amount of distributions, or changing the record date or the payment date of such distributions. The bill provides that if the articles of incorporation provide that a board of directors may by adoption of an amendment to the articles of incorporation classify or reclassify unissued shares, the articles of incorporation are deemed to authorize the board of directors to amend the articles unless the articles expressly state that shareholder action is required. The bill provides that the shareholder's list required for inspection by any shareholder may be made available on a reasonably accessible electronic network, provided that the information to gain access to such list is provided with the notice of the shareholders' meeting. The bill also amends provisions regarding when shareholder approval is not required for a plan of merger or share exchange. | us/states/va | Virginia General Assembly | 2021 | HB 2121 | Virginia HB 2121 (2021) |
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enacted |
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4 | 27 | 6 | 2021-01-12 | 2021-03-31 | openstates | ocd-bill/6511898f-db32-4057-a47a-c24840bce7d6 | https://lis.virginia.gov/cgi-bin/legp604.exe?212+sum+HB2121 | 4db0b1c8737c3baa19ce9bda267bebf82d16afedab5b02c6453989fc59074ad3 | 2026-07-01 | https://data.openstates.org/daily/2026-07-01/public.pgdump | 2026-07-06 | reported |
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Virginia HB 2121 (2021) — State Corporation Commission; business entities filings.
State Corporation Commission; business entities filings; Virginia Stock Corporation Act. Aligns provisions governing the filings by nonstock corporations, limited liability companies, business trusts, and partnerships related to cancellations, abandonments, name restrictions and registered agent resignations, and entity conversions to the provisions governing such filings for stock corporations. The Virginia Stock Corporation Act was comprehensively updated during the 2019 Session of the General Assembly. The bill includes adjustments to the assessment of annual fees after certain entity conversions or domestications. The bill also provides that certain legacy terms will be construed to mean their updated counterparts during a two-year transition. The bill amends various provisions of the Virginia Stock Corporation Act (the Act). The bill provides that for any notice to shareholders required by the Act, such notice is not required for a shareholder for whom notice of two consecutive annual meetings and all notices of meetings in between, or all distributions in a 12-month period or two consecutive distributions in a period of more than 12 months, have been sent and have been returned undeliverable or could not be delivered. The bill authorizes a board of directors to adopt certain emergency bylaws and exercise its emergency powers when there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action. The bill provides that during such an emergency, a board of directors is authorized to take any action it deems practicable and necessary to address the circumstances of the emergency, including (i) postponing any meeting; (ii) for certain corporations, notifying shareholders of any such postponement by filing with the U.S. Securities and Exchange Commission; and (iii) for a distribution that has been declared by the record date that has not occurred, canceling distribution or changing the amount of distributions, or changing the record date or the payment date of such distributions. The bill provides that if the articles of incorporation provide that a board of directors may by adoption of an amendment to the articles of incorporation classify or reclassify unissued shares, the articles of incorporation are deemed to authorize the board of directors to amend the articles unless the articles expressly state that shareholder action is required. The bill provides that the shareholder's list required for inspection by any shareholder may be made available on a reasonably accessible electronic network, provided that the information to gain access to such list is provided with the notice of the shareholders' meeting. The bill also amends provisions regarding when shareholder approval is not required for a plan of merger or share exchange.
Version chain
The bill's text revisions, in order — the diff chain from filing to enrollment.
- CHAP0487 (committee substitute) — source
- HB2121ER (committee substitute) — source
- Prefiled and ordered printed; offered 01/13/21 21102793D (committee substitute) — source
- Printed as engrossed 21102793D-E (committee substitute) — source
Votes
- Reported from Labor and Commerce with amendment(s) (22-Y 0-N) — 22–0 (pass) · lower
- Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N) — 15–0 (pass) · upper
- Passed Senate (39-Y 0-N) — 39–0 (pass) · upper
- Reported from Commerce and Labor (15-Y 0-N) — 15–0 (pass) · upper
- Constitutional reading dispensed (38-Y 0-N) — 38–0 (pass) · upper
- VOTE: Block Vote Passage (99-Y 0-N) — 98–0 (pass) · lower
Sponsors
- Mark L. Keam — primary (person)
- Kaye Kory — cosponsor (person)
- Rodney T. Willett — cosponsor (person)
Timeline
The legislative action history — every referral, reading, and vote.
- 2021-01-12 Prefiled and ordered printed; offered 01/13/21 21102793D
introduction - 2021-01-12 Referred to Committee on Labor and Commerce
referral-committee - 2021-01-21 House committee, floor amendments and substitutes offered
- 2021-01-21 Reported from Labor and Commerce with amendment(s) (22-Y 0-N)
committee-passage - 2021-01-22 Impact statement from SCC (HB2121)
- 2021-01-22 Read first time
reading-1 - 2021-01-25 Read second time
reading-2 - 2021-01-25 Committee amendments agreed to
- 2021-01-25 Engrossed by House as amended HB2121E
- 2021-01-25 Printed as engrossed 21102793D-E
- 2021-01-26 Read third time and passed House BLOCK VOTE (99-Y 0-N)
passage, reading-3 - 2021-01-26 VOTE: Block Vote Passage (99-Y 0-N)
- 2021-01-27 Constitutional reading dispensed
- 2021-01-27 Referred to Committee on Commerce and Labor
referral-committee - 2021-02-05 Impact statement from SCC (HB2121E)
- 2021-02-05 Continued to 2021 Sp. Sess. 1 in Commerce and Labor (15-Y 0-N)
- 2021-02-22 Reported from Commerce and Labor (15-Y 0-N)
committee-passage - 2021-02-23 Constitutional reading dispensed (38-Y 0-N)
- 2021-02-24 Read third time
reading-3 - 2021-02-24 Passed Senate (39-Y 0-N)
passage - 2021-03-09 Enrolled
- 2021-03-09 Signed by President
- 2021-03-10 Impact statement from SCC (HB2121ER)
- 2021-03-11 Signed by Speaker
- 2021-03-15 Enrolled Bill communicated to Governor on March 15, 2021
- 2021-03-15 Governor's Action Deadline 11:59 p.m., March 31, 2021
- 2021-03-31 Approved by Governor-Chapter 487 (effective 7/1/21)
executive-signature
Source
OpenStates / OpenCivicData bulk snapshot 2026-07-01; origin ocd-bill/6511898f-db32-4057-a47a-c24840bce7d6. Confidence: reported (aggregated from official Virginia legislature records).