SB 246 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 HB 439.

• Scott A. Surovell Democratic · primary

1. Jan 12, 2026 Prefiled and ordered printed; Offered 01-14-2026 26105208D · upper
2. Jan 12, 2026 Referred to Committee on Commerce and Labor · upper
3. Jan 26, 2026 Fiscal Impact Statement from State Corporation Commission (SB246) · upper
4. Jan 26, 2026 Senate committee offered · upper
5. Jan 26, 2026 Reported from Commerce and Labor with substitute (15-Y 0-N) · upper
6. Jan 27, 2026 Committee substitute printed 26106184D-S1 · upper
7. Jan 28, 2026 Rules suspended · upper
8. Jan 28, 2026 Constitutional reading dispensed Block Vote (on 1st reading) (40-Y 0-N 0-A) · upper
9. Jan 28, 2026 Passed by for the day Block Vote (Voice Vote) · upper
10. Jan 28, 2026 Passed by for the day · upper
11. Jan 29, 2026 Read second time · upper
12. Jan 29, 2026 Commerce and Labor Substitute agreed to · upper
13. Jan 29, 2026 Engrossed by Senate (Voice Vote) · upper
14. Jan 29, 2026 Engrossed by Senate - committee substitute · upper
15. Jan 30, 2026 Read third time and passed Senate (38-Y 0-N 0-A) · upper
16. Feb 2, 2026 Fiscal Impact Statement from State Corporation Commission (SB246) · upper
17. Feb 4, 2026 Placed on Calendar · lower
18. Feb 4, 2026 Read first time · lower
19. Feb 4, 2026 Referred to Committee on Labor and Commerce · lower
20. Feb 25, 2026 Assigned HCL sub: Subcommittee #1 · lower
21. Mar 3, 2026 House subcommittee offered · lower
22. Mar 3, 2026 Subcommittee recommends reporting with amendment(s) (9-Y 0-N) · lower
23. Mar 5, 2026 Reported from Labor and Commerce with amendment(s) (21-Y 0-N) · lower
24. Mar 9, 2026 Read second time · lower
25. Mar 10, 2026 Passed by for the day · lower
26. Mar 11, 2026 Moved from Uncontested Calendar to Regular Calendar · lower
27. Mar 11, 2026 Floor offered Delegate Hope Amendments · lower
28. Mar 11, 2026 Read third time · lower
29. Mar 11, 2026 committee amendments agreed to · lower
30. Mar 11, 2026 Delegate Hope Floor amendments agreed to · lower
31. Mar 11, 2026 Engrossed by House as amended · lower
32. Mar 11, 2026 Passed House with amendments (99-Y 0-N 0-A) · lower
33. Mar 12, 2026 House amendments agreed to by Senate (40-Y 0-N 0-A) · upper
34. Mar 30, 2026 Enrolled · upper
35. Mar 30, 2026 Bill text as passed Senate and House (SB246ER) · upper
36. Mar 30, 2026 Signed by President · upper
37. Mar 31, 2026 Signed by Speaker · lower
38. Mar 31, 2026 Enrolled Bill communicated to Governor on March 31, 2026 · upper
39. Mar 31, 2026 Governor's Action Deadline 11:59 p.m., April 13, 2026 · executive
40. Apr 6, 2026 Fiscal Impact Statement from State Corporation Commission (SB246) · upper
41. Apr 8, 2026 Approved by Governor-Chapter 394 (effective 1/1/2027) · executive
42. Apr 8, 2026 Acts of Assembly Chapter text (CHAP0394) · 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
• House Amendments · HTML
• Delegate Hope Amendments · HTML
• Labor and Commerce Amendment · HTML
• Labor and Commerce Amendment · HTML
• Subcommittee #1 Subcommittee Amendment · HTML
• Commerce and Labor Substitute · PDF
• Commerce and Labor Substitute · HTML
• Commerce and Labor Substitute · PDF
• Commerce and Labor Substitute · HTML
• Introduced · PDF
• Introduced · HTML