HB 439 Virginia House of Delegates · 2026 Regular Session

Virginia Nonstock Corporation Act; numerous revisions to Act, delayed effective date.

Summary
An Act to amend and reenact §§ 13.1-803, 13.1-804, 13.1-804.1, 13.1-806 through 13.1-811, 13.1-813 through 13.1-816, 13.1-819 through 13.1-828, 13.1-831, 13.1-834, 13.1-835, 13.1-837 through 13.1-852.1, 13.1-853 through 13.1-860, 13.1-862, 13.1-864, 13.1-865, 13.1-867 through 13.1-870.1, 13.1-871, 13.1-872 through 13.1-897.1, 13.1-898.2 through 13.1-898.5, 13.1-899, 13.1-900, 13.1-902, 13.1-904 through 13.1-910, 13.1-912 through 13.1-923, 13.1-925 through 13.1-936.1, 13.1-937, 13.1-939, 13.1-945, 13.1-1002, and 13.1-1082 of the Code of Virginia; to amend the Code of Virginia by adding in Chapter 10 of Title 13.1 an article numbered 1.1, consisting of sections numbered 13.1-814.2 through 13.1-814.9, by adding sections numbered 13.1-837.1 and 13.1-837.2, by adding in Article 7 of Chapter 10 of Title 13.1 a section numbered 13.1-852.01, by adding in Chapter 10 of Title 13.1 an article numbered 7.2, consisting of sections numbered 13.1-852.3 through 13.1-852.7, by adding sections numbered 13.1-861.1, 13.1-871.2, 13.1-889.1, 13.1-894.1, 13.1-895.1, and 13.1-898.5:1, by adding in Chapter 10 of Title 13.1 an article numbered 11.2, consisting of sections numbered 13.1-898.8 through 13.1-898.14, by adding in Article 13 of Chapter 10 of Title 13.1 a section numbered 13.1-901.1, by adding in Chapter 10 of Title 13.1 an article numbered 13.1, consisting of sections numbered 13.1-918.1 and 13.1-918.2, and by adding a section numbered 13.1-935.2; and to repeal §§ 13.1-898.6 and 13.1-898.7 and Article 17.1 (§§ 13.1-944.1 through 13.1-944.7) of Chapter 10 of Title 13.1 of the Code of Virginia, relating to Virginia Nonstock Corporation Act.
Bill status signed all 5 stages cleared
Introduction
Jan 2026
Committee Review
Mar 2026
House of Delegates Passage
Mar 2026
Senate Passage
Mar 2026
Signed into Law
Apr 2026
Introduced Jan 12, 2026 Signed Apr 8, 2026
Maddy AI version diff · 4 comparisons

What changed between versions

Subcommittee #1 Subcommittee Substitute Enrolled · 6 edits · Apr 8, 2026
MODERATE
The enrolled version adds three significant new provisions: (1) a new Article 11.2 allowing nonstock corporations to convert into other entity types (LLCs, partnerships, etc.) and vice versa; (2) a new section on the legal effects of domestication (moving a corporation's home state); and (3) new rules giving community association declarations and condominium instruments priority over corporate bylaws on certain member-related issues. The rest of the changes are technical corrections to cross-references, subsection numbering, and formatting.
SCOPE

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.

REQUIREMENT

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.

TECHNICAL

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.

Floor votes · Senate Mar 11, 2026 · House of Delegates Feb 4, 2026

How they voted

390
Passed
Total votes 39
Mar 11, 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
40
Key actions
15
Committee
8
Amendments
3
Apr 8, 2026
Signed into law
Approved by Governor-Chapter393 (Effective 1/1/2027)
executive
Mar 31, 2026
Lower · Passed
Signed by Speaker
lower
Mar 30, 2026
Upper · Passed
Signed by President
upper
Mar 30, 2026
Lower · Passed
Bill text as passed House and Senate (HB439ER)
lower
Mar 12, 2026
Lower · Passed
Senate amendments agreed to by House (98-Y 0-N 0-A)
lower
Mar 11, 2026
Upper · Passed
Passed Senate with amendments Block Vote (40-Y 0-N 0-A)
upper
Mar 11, 2026
Upper · Passed
Passed Senate with amendments Block Vote (39-Y 0-N 0-A)
upper
Mar 11, 2026
Introduced
Engrossed by Senate as amended
upper
Mar 11, 2026
Upper · Passed
Commerce and Labor Amendment agreed to
upper
Mar 10, 2026
Upper · Passed
Passed by for the day (Voice Vote)
upper
Mar 9, 2026
Upper · Passed
Senate committee offered
upper
Mar 9, 2026
Upper · Passed
Reported from Commerce and Labor with amendments (13-Y 0-N)
upper
Feb 5, 2026
Committee
Referred to Committee on Commerce and Labor
upper
Feb 4, 2026
Lower · Passed
Passed House (98-Y 0-N 0-A)
lower
Feb 4, 2026
Lower · Passed
Read third time and passed House (97-Y 1-N 0-A)
lower
Jan 29, 2026
Lower · Passed
Reported from Labor and Commerce with substitute (22-Y 0-N)
lower
Jan 27, 2026
Lower · Passed
House subcommittee offered
lower
Jan 22, 2026
Committee
Assigned HCL sub: Subcommittee #1
lower
Jan 20, 2026
Committee
Referred from General Laws and referred to Labor and Commerce (Voice Vote)
lower
Jan 12, 2026
Committee
Referred to Committee on General Laws
lower
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Patrick Hope
Patrick Hope
DDemocratic
VA
1