SB 479 Virginia Senate · 2026 Regular Session

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 HB 316.
Bill status signed all 5 stages cleared
Introduction
Jan 2026
Committee Review
Mar 2026
Senate Passage
Mar 2026
House of Delegates Passage
Mar 2026
Signed into Law
Apr 2026
Introduced Jan 13, 2026 Signed Apr 13, 2026
Maddy AI version diff · 2 comparisons

What changed between versions

Commerce and Labor Substitute Enrolled · 6 edits · Mar 31, 2026
MODERATE
This bill finalizes the text of SB 479, updating the Virginia Stock Corporation Act to modernize corporate governance rules. Key changes include clarifying definitions for electronic records, expanding the ability of boards to delegate authority to officers for issuing shares, and adding new sections on shareholder agreements and committee structures to provide more flexibility in corporate management.
Scope change
The bill's scope remains focused on the Virginia Stock Corporation Act, but it expands the applicability of certain governance provisions by explicitly allowing senior officers to approve share issuances and by formalizing shareholder agreements that can override standard board powers.
DEFINITION

Updated definitions for terms like 'Corporation' and 'Electronic record' to include specific formatting requirements (e.g., using § symbols) and clarify the scope of electronic transactions.

REQUIREMENT

Added new Section 13.1-689.1 allowing corporations to submit matters to a shareholder vote even if the board later decides not to recommend them.

Added new Section 13.1-689.1 to clarify that shareholder agreements can eliminate the board of directors or restrict its discretion, provided specific disclosure and approval procedures are followed.

Modified Section 13.1-643 to explicitly authorize senior executive officers to approve the issuance or sale of shares, expanding the board's ability to delegate this power.

Modified Section 13.1-672.4 to clarify the burden of proof regarding disinterestedness in derivative proceedings, ensuring plaintiffs must prove directors were not impartial unless specific facts are alleged.

TECHNICAL

Corrected formatting inconsistencies in section numbers and citations throughout the text to align with standard legislative markup.

Floor votes · Senate Jan 28, 2026 · House of Delegates Mar 10, 2026

How they voted

390
Passed
Total votes 39
Jan 28, 2026
D Democratic20
20 Yea
100% Yea
R Republican19
19 Yea
100% Yea
Vote distribution
All Yea All Nay Mixed No data
Full legislative history

Actions timeline

Total actions
37
Key actions
15
Committee
8
Amendments
3
Apr 13, 2026
Signed into law
Approved by Governor-Chapter 892 (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
Upper · Passed
Bill text as passed Senate and House (SB479ER)
upper
Mar 11, 2026
Upper · Passed
House amendments agreed to by Senate (40-Y 0-N 0-A)
upper
Mar 10, 2026
Lower · Passed
Passed House with amendments (99-Y 0-N 0-A)
lower
Mar 10, 2026
Introduced
Engrossed by House as amended
lower
Mar 10, 2026
Lower · Passed
committee amendments agreed to
lower
Mar 5, 2026
Lower · Passed
Reported from Labor and Commerce with amendment(s) (21-Y 0-N)
lower
Mar 3, 2026
Lower · Passed
Subcommittee recommends reporting with amendment(s) (9-Y 0-N)
lower
Mar 3, 2026
Lower · Passed
House subcommittee offered
lower
Feb 25, 2026
Committee
Assigned HCL sub: Subcommittee #1
lower
Feb 4, 2026
Committee
Referred to Committee on Labor and Commerce
lower
Jan 30, 2026
Upper · Passed
Read third time and passed Senate (38-Y 0-N 0-A)
upper
Jan 28, 2026
Upper · Passed
Passed by for the day
upper
Jan 28, 2026
Upper · Passed
Passed by for the day Block Vote (Voice Vote)
upper
Jan 26, 2026
Upper · Passed
Reported from Commerce and Labor with substitute (15-Y 0-N)
upper
Jan 26, 2026
Upper · Passed
Senate committee offered
upper
Jan 13, 2026
Committee
Referred to Committee on Commerce and Labor
upper
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Dave Marsden
Dave Marsden
DDemocratic
VA
35