House Bill 2121, effective July 1, 2021, among other things, amends provisions of the Virginia Stock Corporation Act related to notices to shareholders, emergency bylaws, amendments to the articles of incorporation, inspection of shareholders’ lists, and approval of a plan of merger or share exchange, and amends provisions governing filings by business entities related to cancellations, abandonments, name restrictions, registered agent resignations, and entity conversions.
House Bill 1149 (Laws of 2020), effective July 1, 2021, makes clarifying and technical changes to the Virginia Stock Corporation Act, including the provisions relating to the documentation required to be filed when a corporation converts to another type of business entity and delaying the effective date of legislation enacted in the 2019 Session authorizing the creation of one or more protected series by a limited liability company.
House Bill 2272 (Laws of 2019) authorizes the creation of series LLCs. The bill is effective July 1, 2021 pursuant to House Bill 1149 (Laws of 2020). HB 2272 provides that an LLC may establish one or more protected series that may have different owners, managers, assets and liabilities and if certain requirements are met, including that a statement of protected series designation is filed for each series, the debts and obligations of one protected series are neither the debts nor obligations of any other protected series nor of the series LLC.
House Bill 2478 (Laws of 2019) updated and modernized the Virginia Stock Corporation Act. Some of the provisions of HB 2478 go into effect July 1, 2021 pursuant to House Bill 1149 (Laws of 2020). Provisions effective July 1, 2021 include a new article allowing for the ratification of defective corporate acts and provisions expanding conversions.
House Bill 2307 / Senate Bill 1392, signed by the Governor March 3, 2021 and effective January 1, 2023, enact the Virginia Consumer Data Protection Act, establishing a framework for controlling and processing personal data in Virginia.
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.