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.
HB316 makes a broad set of technical and substantive updates to Virginia’s Stock Corporation Act. The bill revises multiple definitions and governance provisions in Title 13.1, including terms such as articles of incorporation, beneficial shareholder, delivery, derivative proceeding, and disinterested director. It also amends a number of sections governing corporate actions, shareholder rights, director standards, mergers, and related procedures, and adds new sections to the Act.
Although the full text provided begins with definitional changes, the caption shows the bill is part of a larger modernization of Virginia corporate law. The amendments appear aimed at clarifying corporate governance rules, updating statutory language, and adding new provisions to support administration of stock corporations under Virginia law. Because the bill touches many interconnected sections, its effect is likely to be felt across corporate formation, board decision-making, shareholder litigation, and transaction approval processes.
HB316 amends and reenacts numerous sections of the Virginia Stock Corporation Act in Title 13.1 and adds new sections § 13.1-689.1 and § 13.1-741.2. The bill changes the legal framework governing domestic and foreign corporations in Virginia, affecting corporate officers, directors, shareholders, and entities involved in mergers, derivative suits, and other corporate transactions. It updates statutory definitions and governance standards that will be used in interpreting and applying corporate law across the Commonwealth.
The bill appears to have been noncontroversial and technical in nature. The available record shows it was approved and enacted as Chapter 383, with no committee transcript excerpts or recorded votes indicating significant opposition. The absence of recorded debate suggests general support or at least no notable resistance to the corporate-law revisions.
No specific points of contention are reflected in the provided materials. Because the bill revises a wide range of corporate governance provisions, any disagreement would likely have centered on the details of director independence, shareholder rights, or procedural changes in corporate litigation and transactions, but the available record does not show identified opponents or disputed provisions. In the materials provided, the measure appears to have moved forward without documented controversy.