Virginia HB 316: Virginia Stock Corporation Act; changes to Act.

Bill Text

2026 SESSION

INTRODUCED

26103481D

HOUSE BILL NO. 316

Offered January 14, 2026

Prefiled January 9, 2026

A BILL to amend and reenact §§ 13.1-603, 13.1-619, 13.1-624, 13.1-639, 13.1-643, 13.1-646, 13.1-671.1, 13.1-672.1, 13.1-672.3, 13.1-672.4, 13.1-672.5, 13.1-689, 13.1-691, 13.1-724, and 13.1-770 of the Code of Virginia and to amend the Code of Virginia by adding a section numbered 13.1-689.1, relating to Virginia Stock Corporation Act.

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Patron—Hope

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Referred to Committee on Labor and Commerce

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Be it enacted by the General Assembly of Virginia:

1. That §§ 13.1-603, 13.1-619, 13.1-624, 13.1-639, 13.1-643, 13.1-646, 13.1-671.1, 13.1-672.1, 13.1-672.3, 13.1-672.4, 13.1-672.5, 13.1-689, 13.1-691, 13.1-724, and 13.1-770 of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding a section numbered 13.1-689.1 as follows:

§ 13.1-603. Definitions.

As used in this chapter:

"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of consolidation, serial designation, reduction, correction, and merger. It excludes articles of share exchange filed by an acquiring corporation. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the "articles of incorporation" of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.

"Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

"Beneficial shareholder" means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee.

"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.

"Commission" means the State Corporation Commission of Virginia.

"Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined, is conspicuous.

"Corporation" or "domestic corporation" means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12.1 (§ 13.1-722.1:1 et seq.) or Article 12.2 (§ 13.1-722.8 et seq.) of this chapter or Article 15 (§ 13.1-1081 et seq.) of Chapter 12.

"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13.1-610, electronic transmission.

"Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Article 8.1 (§ 13.1-672.1 et seq.), a foreign corporation.

"Disinterested director" means, except with respect to Article 14 (§ 13.1-725 et seq.), a director who, at the time action is to be taken under subdivision B 5 of § 13.1-619, § 13.1-672.4, 13.1-691, 13.1-699, or 13.1-701, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to impair the objectivity of the director's judgment when participating in the action, and if the action is to be taken under § 13.1-699 or 13.1-701, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not, by itself, prevent a person from being a disinterested director: (i) nomination or election of the director to the board of directors by any director person who is not a disinterested director with respect to the matter or by any person that has a material relationship with that director, acting alone or participating with others, including any defendant in a derivative proceeding or other person against whom action is demanded under subsection B of § 13.1-672.1;