SB 246 Virginia Senate · 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
Senate Passage
Mar 2026
House of Delegates Passage
Mar 2026
Signed into Law
Apr 2026
Introduced Jan 12, 2026 Signed Apr 8, 2026
Maddy AI version diff · 3 comparisons

What changed between versions

Commerce and Labor Substitute Enrolled · 10 edits · Apr 8, 2026
MAJOR
The enrolled version of SB 246 (Virginia Nonstock Corporation Act) adds several substantive provisions not present in the committee substitute, including new rules for community associations, expanded domestication and conversion procedures, new advisory committee authority, restructured officer appointment/removal rules, and a requirement for member consent when mergers impose new liability. It also corrects drafting errors from the substitute version.
Scope change
The bill's scope expanded significantly with the addition of an entirely new Conversions article (Article 11.2), substantially expanded domestication provisions covering both directions of domestication, and new rules for community associations, advisory committees, and member liability consent in mergers.
SCOPE

New subsections C and D in § 13.1-814.1 give HOA/condominium declarations priority over a community association's articles of incorporation or bylaws when there is a conflict about member liability for dues, assessments, fees, or membership/resignation/suspension issues.

New subsection F in § 13.1-869 permits corporations to establish advisory committees whose members need not be directors, which cannot exercise board powers and have no fiduciary duties to the corporation.

Entirely new Article 11.2 (§§ 13.1-898.8 through 13.1-898.14) was added to provide a complete framework for conversions between nonstock corporations and eligible entities (LLCs, partnerships, business trusts), including plan requirements, approval procedures, filing requirements, and legal effects.

Domestication provisions (§§ 13.1-898.2 through 13.1-898.5:1) were significantly expanded to cover both foreign-to-domestic and domestic-to-foreign domestication, with detailed plan content requirements, separate approval procedures for each direction, new filing requirements, abandonment procedures, and a new section on the legal effects of domestication.

REQUIREMENT

New subsection H in § 13.1-895 requires each member who would become subject to new interest holder liability as a result of a merger or interest exchange to sign a separate written consent, unless the new liability is substantially identical to existing liability.

§ 13.1-865 was expanded to allow board action by fewer than all directors (not just unanimous) when expressly authorized in the articles of incorporation, with a 10-business-day written notice requirement and a right for any director to object before the action is taken.

§ 13.1-872 was restructured so that officers are appointed by the board of directors (rather than 'elected'), and an officer may appoint assistant officers if authorized by the bylaws or board, giving more flexibility in officer structure.

§ 13.1-874 was restructured to allow removal of officers by the board of directors, the appointing officer (if any), or another officer if authorized by the articles, bylaws, or board, rather than only by the board.

TECHNICAL

An erroneous first sentence in § 13.1-852.01 ('The termination or suspension of a member does not relieve the member from any obligations...') was removed; this language belonged in § 13.1-837.2 and was a drafting error.

Multiple references to 'this Act' were changed to 'this chapter' throughout (e.g., § 13.1-804.1, § 13.1-819) to reflect that the bill amends existing code sections rather than creating a standalone act.

Floor votes · Senate Jan 28, 2026 · House of Delegates Mar 11, 2026

How they voted

390
Passed
Total votes 39
Jan 28, 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
42
Key actions
17
Committee
8
Amendments
5
Apr 8, 2026
Signed into law
Approved by Governor-Chapter 394 (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
Upper · Passed
Bill text as passed Senate and House (SB246ER)
upper
Mar 12, 2026
Upper · Passed
House amendments agreed to by Senate (40-Y 0-N 0-A)
upper
Mar 11, 2026
Lower · Passed
Passed House with amendments (99-Y 0-N 0-A)
lower
Mar 11, 2026
Introduced
Engrossed by House as amended
lower
Mar 11, 2026
Lower · Passed
Delegate Hope Floor amendments agreed to
lower
Mar 11, 2026
Lower · Passed
committee amendments agreed to
lower
Mar 11, 2026
Introduced
Floor offered Delegate Hope Amendments
lower
Mar 10, 2026
Lower · Passed
Passed by for the day
lower
Mar 5, 2026
Lower · Passed
Reported from Labor and Commerce with amendment(s) (21-Y 0-N)
lower
Mar 3, 2026
Lower · Passed
Subcommittee recommends reporting with amendment(s) (9-Y 0-N)
lower
Mar 3, 2026
Lower · Passed
House subcommittee offered
lower
Feb 25, 2026
Committee
Assigned HCL sub: Subcommittee #1
lower
Feb 4, 2026
Committee
Referred to Committee on Labor and Commerce
lower
Jan 30, 2026
Upper · Passed
Read third time and passed Senate (38-Y 0-N 0-A)
upper
Jan 28, 2026
Upper · Passed
Passed by for the day
upper
Jan 28, 2026
Upper · Passed
Passed by for the day Block Vote (Voice Vote)
upper
Jan 26, 2026
Upper · Passed
Reported from Commerce and Labor with substitute (15-Y 0-N)
upper
Jan 26, 2026
Upper · Passed
Senate committee offered
upper
Jan 12, 2026
Committee
Referred to Committee on Commerce and Labor
upper
1 primary · 0 co-sponsors

Sponsors

Role
Legislator
Party
State
District
P
Photo of Scott Surovell
Scott Surovell
DDemocratic
VA
34