Fabio
106 lines
7.1 KiB
Markdown
106 lines
7.1 KiB
Markdown
---
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type: "Bill"
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title: "Virginia Stock Corporation Act; changes to Act."
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description: "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. This bill is identical to HB 316."
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jurisdiction: "us/states/va"
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legislature: "Virginia General Assembly"
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session: "2026"
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identifier: "SB 479"
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citation: "Virginia SB 479 (2026)"
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classification: ["bill"]
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subjects: []
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status: "enacted"
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primary_sponsors: ["David W. Marsden"]
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version_count: 6
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action_count: 38
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vote_count: 7
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first_action: "2026-01-13"
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last_action: "2026-04-13"
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source: "openstates"
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source_identifier: "ocd-bill/26640d52-636f-4ae7-87b3-c1ceaa113f0a"
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source_url: "https://lis.virginia.gov/bill-details/20261/SB479"
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source_hash: "e54582d8960fe0e49634acb493757336cf5fe376539c5307b6c6d241ee663a88"
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vintage: "2026-07-01"
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source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
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retrieved_at: "2026-07-06"
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confidence: "reported"
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tags: ["legislation", "bill", "us-va"]
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---
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# Virginia SB 479 (2026) — Virginia Stock Corporation Act; changes to Act.
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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. This bill is identical to HB 316.
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## Version chain
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The bill's text revisions, in order — the diff chain from filing to enrollment.
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1. **Introduced** (filed) — [source](https://lis.blob.core.windows.net/files/1090447.PDF)
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2. **Commerce and Labor Substitute** (committee substitute) — [source](https://lis.blob.core.windows.net/files/1097391.PDF)
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3. **House Amendments** (committee substitute) — [source](https://lis.blob.core.windows.net/files/1203245.HTML)
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4. **Labor and Commerce Amendment** (committee substitute) — [source](https://lis.blob.core.windows.net/files/1196957.HTML)
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5. **Subcommittee #1 Subcommittee Amendment** (committee substitute) — [source](https://lis.blob.core.windows.net/files/1192011.HTML)
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6. **Enrolled** (enrolled) — [source](https://lis.blob.core.windows.net/files/1211894.PDF)
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## Votes
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- Concur House Amendments R — **40–0** (pass) · upper
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- Constitutional reading dispensed R — **40–0** (pass) · upper
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- Reported from Labor and Commerce with amendment(s) — **21–0** (pass) · lower
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- Reported from Commerce and Labor with substitute — **15–0** (pass) · upper
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- Subcommittee recommends reporting with amendment(s) — **9–0** (pass) · lower
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- H VOTE: — **99–0** (pass) · lower
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- Passage R — **38–0** (pass) · upper
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## Sponsors
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- David W. Marsden — primary (person)
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## Timeline
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The legislative action history — every referral, reading, and vote.
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- **2026-01-13** Prefiled and ordered printed; Offered 01-14-2026 26103811D `filing, introduction`
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- **2026-01-13** Referred to Committee on Commerce and Labor `referral-committee`
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- **2026-01-25** Fiscal Impact Statement from State Corporation Commission (SB479)
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- **2026-01-26** Senate committee offered
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- **2026-01-26** Senate committee offered
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- **2026-01-26** Reported from Commerce and Labor with substitute (15-Y 0-N) `committee-passage`
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- **2026-01-27** Committee substitute printed 26106187D-S1 `substitution`
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- **2026-01-28** Rules suspended
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- **2026-01-28** Constitutional reading dispensed Block Vote (on 1st reading) (40-Y 0-N 0-A)
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- **2026-01-28** Passed by for the day Block Vote (Voice Vote)
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- **2026-01-28** Passed by for the day
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- **2026-01-29** Read second time `reading-2`
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- **2026-01-29** Commerce and Labor Substitute agreed to
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- **2026-01-29** Engrossed by Senate (Voice Vote)
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- **2026-01-29** Engrossed by Senate - committee substitute `substitution`
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- **2026-01-30** Read third time and passed Senate (38-Y 0-N 0-A) `passage, reading-3`
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- **2026-02-04** Placed on Calendar
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- **2026-02-04** Read first time `reading-1`
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- **2026-02-04** Referred to Committee on Labor and Commerce `referral-committee`
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- **2026-02-25** Assigned HCL sub: Subcommittee #1 `referral-committee`
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- **2026-02-26** Fiscal Impact Statement from State Corporation Commission (SB479)
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- **2026-03-03** House subcommittee offered
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- **2026-03-03** Subcommittee recommends reporting with amendment(s) (9-Y 0-N)
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- **2026-03-05** Reported from Labor and Commerce with amendment(s) (21-Y 0-N) `committee-passage`
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- **2026-03-09** Read second time `reading-2`
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- **2026-03-10** Read third time `reading-3`
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- **2026-03-10** committee amendments agreed to `amendment-passage`
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- **2026-03-10** Engrossed by House as amended
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- **2026-03-10** Passed House with amendments (99-Y 0-N 0-A) `passage`
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- **2026-03-11** House amendments agreed to by Senate (40-Y 0-N 0-A) `amendment-passage`
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- **2026-03-30** Enrolled `enrolled`
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- **2026-03-30** Bill text as passed Senate and House (SB479ER) `passage`
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- **2026-03-30** Signed by President `passage`
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- **2026-03-31** Signed by Speaker `passage`
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- **2026-03-31** Enrolled Bill communicated to Governor on March 31, 2026 `enrolled, executive-receipt`
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- **2026-03-31** Governor's Action Deadline 11:59 p.m., April 13, 2026 `executive-receipt`
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- **2026-04-06** Fiscal Impact Statement from State Corporation Commission (SB479)
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- **2026-04-13** Approved by Governor-Chapter 892 (effective 7/1/2026) `executive-signature`
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## Source
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OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/26640d52-636f-4ae7-87b3-c1ceaa113f0a`. Confidence: reported (aggregated from official Virginia legislature records).
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