HB 439 VA

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Became Law

Virginia Nonstock Corporation Act. Provides for numerous revisions to the Virginia Nonstock Corporation Act. Among other revisions, the bill (i) authorizes certain actions to derive from its bylaws in addition to its articles of incorporation, (ii) makes changes to the process of amending articles of incorporation and bylaws, (iii) authorizes inclusion of an exclusive forum provision in the bylaws, (iv) permits transfer of membership interests, (v) authorizes members to bring derivative proceedings, (vi) permits a court to remove a director in certain circumstances, (vii) provides for abandonment of an amendment or restatement of the articles of incorporation, (viii) extends the current provisions related to mergers to include interest exchanges and to provide for parent-subsidiary mergers, (ix) replaces existing provisions on conversion with provisions based on the Virginia Stock Act, and (x) adds provisions governing charitable corporations and charitable assets, including the authority of the Office of the Attorney General with respect to such. The bill includes technical amendments and has a delayed effective date of January 1, 2027. This bill is identical to SB 246.

• Patrick A. Hope Democratic · primary

1. Jan 12, 2026 Prefiled and ordered printed; Offered 01-14-2026 26105342D · lower
2. Jan 12, 2026 Referred to Committee on General Laws · lower
3. Jan 20, 2026 Referred from General Laws and referred to Labor and Commerce (Voice Vote) · lower
4. Jan 22, 2026 Assigned HCL sub: Subcommittee #1 · lower
5. Jan 26, 2026 Fiscal Impact Statement from State Corporation Commission (HB439) · lower
6. Jan 27, 2026 House subcommittee offered · lower
7. Jan 27, 2026 Subcommittee recommends reporting with substitute (9-Y 0-N) · lower
8. Jan 29, 2026 Reported from Labor and Commerce with substitute (22-Y 0-N) · lower
9. Jan 29, 2026 Committee substitute printed 26106243D-H1 · lower
10. Feb 2, 2026 Read first time · lower
11. Feb 2, 2026 Fiscal Impact Statement from State Corporation Commission (HB439) · lower
12. Feb 3, 2026 Read second time · lower
13. Feb 3, 2026 committee substitute agreed to · lower
14. Feb 3, 2026 Engrossed by House - committee substitute · lower
15. Feb 4, 2026 Read third time and passed House (97-Y 1-N 0-A) · lower
16. Feb 4, 2026 Reconsideration of passage agreed to by House · lower
17. Feb 4, 2026 Passed House (98-Y 0-N 0-A) · lower
18. Feb 5, 2026 Constitutional reading dispensed (on 1st reading) · upper
19. Feb 5, 2026 Referred to Committee on Commerce and Labor · upper
20. Mar 9, 2026 Reported from Commerce and Labor with amendments (13-Y 0-N) · upper
21. Mar 9, 2026 Senate committee offered · upper
22. Mar 10, 2026 Rules suspended · upper
23. Mar 10, 2026 Constitutional reading dispensed (on 2nd reading) (37-Y 0-N 0-A) · upper
24. Mar 10, 2026 Passed by for the day (Voice Vote) · upper
25. Mar 11, 2026 Read third time · upper
26. Mar 11, 2026 Commerce and Labor Amendment agreed to · upper
27. Mar 11, 2026 Engrossed by Senate as amended · upper
28. Mar 11, 2026 Passed Senate with amendments Block Vote (39-Y 0-N 0-A) · upper
29. Mar 11, 2026 Reconsideration of Senate passage agreed to by Senate Block Vote (40-Y 0-N 0-A) · upper
30. Mar 11, 2026 Passed Senate with amendments Block Vote (40-Y 0-N 0-A) · upper
31. Mar 12, 2026 Senate amendments agreed to by House (98-Y 0-N 0-A) · lower
32. Mar 30, 2026 Enrolled · lower
33. Mar 30, 2026 Bill text as passed House and Senate (HB439ER) · lower
34. Mar 30, 2026 Signed by President · upper
35. Mar 31, 2026 Signed by Speaker · lower
36. Mar 31, 2026 Enrolled Bill communicated to Governor on March 31, 2026 · lower
37. Mar 31, 2026 Governor's Action Deadline 11:59 p.m., April 13, 2026 · executive
38. Apr 6, 2026 Fiscal Impact Statement from State Corporation Commission (HB439) · lower
39. Apr 8, 2026 Approved by Governor-Chapter393 (Effective 1/1/2027) · executive
40. Apr 8, 2026 Acts of Assembly Chapter text (CHAP0393) · executive

The published texts of this bill as it moves through the legislature. Each links to the official document on the state legislature site. Data from OpenStates.

• Chaptered · PDF
• Chaptered · HTML
• Enrolled · PDF
• Enrolled · HTML
• Senate Amendments · HTML
• Commerce and Labor Amendment · HTML
• Commerce and Labor Amendment · HTML
• Labor and Commerce Substitute · PDF
• Labor and Commerce Substitute · HTML
• Labor and Commerce Substitute · PDF
• Labor and Commerce Substitute · HTML
• Subcommittee #1 Subcommittee Substitute · PDF
• Subcommittee #1 Subcommittee Substitute · HTML
• Introduced · PDF
• Introduced · HTML