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Legislative updates

House Bill 1477 (Cross filed with Senate Bill 986), effective July 1, 2023, amends the stock corporation act to eliminate the requirement that a document filed with the State Corporation Commission include the terms, including the preferences, rights, and limitations, of each class or series of shares, and to make certain changes regarding the inspection of the shareholders list.

House Bill 1477 (same as Senate Bill 986), effective July 1, 2023, amends the Stock Corporation Act to (1) eliminate the requirement that a document filed with the State Corporation Commission include the terms, including the preferences, rights, and limitations, of each class or series of shares, (2) provide that a corporation must make available for inspection the shareholders’ list beginning five (formerly two) business days after notice of such shareholders' meeting through the close of business on the last business day before such shareholders' meeting, and (3) eliminate the requirement that a corporation make available for inspection at either an in-person shareholders' meeting or a remote shareholders' meeting the list of shareholders entitled to vote at such shareholders' meeting.

House Bill 691, effective July 1, 2022, amends the Nonstock Corporation Act, Limited Liability Company Act, and Business Trust Act regarding the definitions of "entity conversion", "incorporation surrender," "organization surrender," and "trust surrender".

House Bill 309, effective July 1, 2022, authorizes the State Corporation Commission to establish a process for online prepayment of annual registration fees whereby a domestic or foreign limited liability company may prepay its annual registration fees for two or three years.

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.

Case summaries

UCC – Ineffective Financing Statement
Deutsche Bank National Trust Co. v. Fegely, CA 3:16cv147, decided March 30, 2021. The U.S. District Court, Eastern District of Virginia declared a UCC financing statement null and void due to a lack of evidence the debtor authorized the filing. The defendant filed the financing statement in which she identified herself as filer and secured party with a superior security interest in certain property based on an alleged debt owed to her. However neither the alleged debtor nor anyone else signed the financing statement and the defendant admitted that no one authorized her to file the financing statement, nor did she submit any documentation of the debt owed to her.

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.

Other notices

There are no new notices at this time.

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