Legislative updates

House Bill 2272 (Laws of 2019), effective July 1, 2020, permits the formation of a Series LLC, defined as an LLC with at least one protected series and permits foreign Series LLCs and foreign protected series to register to do business in the state. The Virginia Series LLC law is based on the Uniform Protected Series Act.
House Bill 55, effective July 1, 2020, permits a corporation to be governed as a worker cooperative. A worker cooperative may be formed for any lawful purpose, provided that it shall be organized and shall conduct its business primarily for the mutual benefit of its members.
House Bill 1149 delays the effective date of amendments to the Virginia Stock Corporation Act enacted in 2019, and to the section of the LLC law that authorizes the formation of a series LLC until July 1, 2021.

Case summaries

Successor Liability
La Bella Dona Skin Care, Inc. v. Belle Femme Enterprises, LLC, No. 181017, decided August 26, 2019. The Virginia Supreme Court held that the defendant corporation was a mere continuation of the debtor corporation, and therefore liable as a successor, based on evidence including that the defendant was formed two days before the plaintiff could execute its judgment and then drained the debtor’s bank account the next day, that there was a lack of consideration for the asset transfer, and that a law firm bought the remaining assets, sold them back to the defendant, and altered the documents.

State notices

There are no new notices at this time.