Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.
What changed between versions
A new Article 11.2 (Conversions) was added, creating a legal mechanism for nonstock corporations to convert into other entity types such as LLCs, partnerships, or business trusts, and for those entities to convert into nonstock corporations. This includes definitions, conversion procedures, plan requirements, and voting thresholds (two-thirds of votes entitled to be cast).
A new section 13.1-898.5:1 (Effect of Domestication) was added, specifying what happens legally when a corporation moves its home state into or out of Virginia. It addresses property transfer, debt continuity, member liability preservation, bequests and gifts, trust obligations, and service of process on the State Corporation Commission clerk.
Two new subsections were added to section 13.1-814.1 (Special provisions for community associations). The new subsection C states that when a community association's recorded declaration or condominium instruments conflict with its articles of incorporation or bylaws on member liability for dues/assessments/fees or on membership/resignation/suspension, the declaration or condominium instruments control. New subsection D clarifies that this chapter does not supersede any provision of such declarations or instruments.
Section 13.1-898.5 (Amendment of plan of domestication; abandonment) was substantially expanded to include detailed procedures for abandoning a domestication, filing articles of incorporation surrender, and the legal consequences including automatic cessation of domestic status and service of process rules.
The enacting clause corrected a section range from '13.1-852 through 13.1-860' to '13.1-853 through 13.1-860,' and numerous cross-references throughout the bill were corrected (e.g., changing references from subsection K to L of section 13.1-804, fixing section numbers in definitions).
An erroneous sentence ('The termination or suspension of a member does not relieve the member from any obligations...') that had been mistakenly placed at the beginning of section 13.1-852.01 (Judicial determination of corporate offices) was removed.