Virginia legislation · 2026 Regular Session
Virginia SB479: An Act to amend and reenact §§ 13.1-603, 13.1-616, 13.1-619, 13.1-624, 13.1-632, 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, 13.1-741.1, 13.1-754, 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 and by adding in Article 16 of Chapter 9 of Title 13.1 a section numbered 13.1-741.2, relating to Virginia Stock Corporation Act.
Status: Chaptered, April 13, 2026
Virginia Stock Corporation Act. Makes various changes to the Virginia Stock Corporation Act, many of which conform the Act to recent changes to the Model Business Corporation Act produced by the Corporate Laws Committee of the American Bar Association's Business Law Section. Among other things, the bill (i) addresses the authority of a board of directors to delegate authority with respect to the issuance of shares to a committee of the board and one or more of the corporation's officers, (ii) removes the requirement for the cessation of shareholder agreements when a corporation becomes a public corporation, (iii) requires a corporation to maintain in its records certain shareholder agreements, (iv) removes the requirement for a corporation to maintain its financial statements for the three most recent fiscal years, and (v) authorizes a corporation to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends such matter. This bill is identical to HB 316.
What the bill says
An Act to amend and reenact §§ 13.1-603, 13.1-616, 13.1-619, 13.1-624, 13.1-632, 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, 13.1-741.1, 13.1-754, 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 and by adding in Article 16 of Chapter 9 of Title 13.1 a section numbered 13.1-741.2, relating to Virginia Stock Corporation Act. [S 479] Approved April 13, 2026 1. That §§ 13.1-603, 13.1-616, 13.1-619, 13.1-624, 13.1-632, 13.1-639, 13.1-643, 13.1-646, 13.1-671.1, 1.
From the enrolled text, April 13, 2026:
An Act to amend and reenact §§ 13.1-603, 13.1-616, 13.1-619, 13.1-624, 13.1-632, 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, 13.1-741.1, 13.1-754, 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 and by adding in Article 16 of Chapter 9 of Title 13.1 a section numbered 13.1-741.2, relating to Virginia Stock Corporation Act. [S 479] Approved April 13, 2026 1. That §§ 13.1-603, 13.1-616, 13.1-619, 13.1-624, 13.1-632, 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, 13.1-741.1, 13.1-754, 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 and by adding in Article 16 of Chapter 9 of Title 13.1 a section numbered 13.1-741.2 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 …