Virginia Stock Corporation Act; changes to Act.
Summary
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 SB 479.
Bill status
signed
all 5 stages cleared
Introduction
Jan 2026
Committee Review
Mar 2026
House of Delegates Passage
Mar 2026
Senate Passage
Mar 2026
Signed into Law
Apr 2026
Introduced Jan 9, 2026
Signed Apr 8, 2026
Maddy AI version diff · 4 comparisons
What changed between versions
Enrolled
→
Chaptered
·
4 edits
MODERATE
This bill finalizes the changes to the Virginia Stock Corporation Act, formally assigning it Chapter 383 and an approval date of April 8, 2026. The substantive updates include clarifying rules for shareholder voting on board-approved matters, refining protections for directors involved in conflicts of interest, and standardizing formatting for dissolution triggers.
Scope change
The bill's scope remains focused on amending the Virginia Stock Corporation Act, but it adds a specific effective date and chapter number to the final enacted text.
TIMELINE
Added the specific approval date of April 8, 2026, and assigned the bill to Chapter 383 of the Virginia Acts of Assembly.
REQUIREMENT
Clarified that a corporation can submit matters to a shareholder vote even if the board of directors later decides not to recommend them.
DEFINITION
Refined the definition of conflict of interest transactions to explicitly state that such transactions are not voidable solely due to a director's interest if specific procedural conditions are met.
TECHNICAL
Corrected formatting inconsistencies in the list of events that trigger corporate dissolution to ensure uniform citation styles.
Floor votes · Senate Mar 11, 2026 · House of Delegates Feb 4, 2026
How they voted
39–0
Passed
Total votes 39
Mar 11, 2026
D
Democratic20
100% Yea
R
Republican19
100% Yea
Vote distribution
All Yea
All Nay
Mixed
No data
Full legislative history
Actions timeline
Total actions
39
Key actions
15
Committee
7
Amendments
3
Apr 8, 2026
Signed into law
Approved by Governor-Chapter 383 (effective 7/1/2026)
executive
Mar 31, 2026
Lower · Passed
Signed by Speaker
lower
Mar 30, 2026
Upper · Passed
Signed by President
upper
Mar 30, 2026
Lower · Passed
Bill text as passed House and Senate (HB316ER)
lower
Mar 12, 2026
Lower · Passed
Senate amendments agreed to by House (97-Y 0-N 0-A)
lower
Mar 11, 2026
Upper · Passed
Passed Senate with amendments Block Vote (40-Y 0-N 0-A)
upper
Mar 11, 2026
Upper · Passed
Passed Senate with amendments Block Vote (39-Y 0-N 0-A)
upper
Mar 11, 2026
Introduced
Engrossed by Senate as amended
upper
Mar 11, 2026
Upper · Passed
Commerce and Labor Amendments agreed to
upper
Mar 10, 2026
Upper · Passed
Passed by for the day (Voice Vote)
upper
Mar 9, 2026
Upper · Passed
Reported from Commerce and Labor with amendments (14-Y 0-N)
upper
Mar 9, 2026
Upper · Passed
Senate committee offered
upper
Feb 5, 2026
Committee
Referred to Committee on Commerce and Labor
upper
Feb 4, 2026
Lower · Passed
Passed House (98-Y 0-N 0-A)
lower
Feb 4, 2026
Lower · Passed
Read third time and passed House (97-Y 1-N 0-A)
lower
Jan 29, 2026
Lower · Passed
Reported from Labor and Commerce with substitute (22-Y 0-N)
lower
Jan 27, 2026
Lower · Passed
House subcommittee offered
lower
Jan 19, 2026
Committee
Assigned HCL sub: Subcommittee #1
lower
Jan 9, 2026
Committee
Referred to Committee on Labor and Commerce
lower
1 primary · 0 co-sponsors
Sponsors
Role
Legislator
Party
State
District
P
Patrick Hope
DDemocratic
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