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.
HB439 is a comprehensive overhaul of Virginia’s Nonstock Corporation Act, the body of law governing nonstock corporations, including many nonprofit and charitable entities. The bill amends a long list of existing Code sections in Title 13.1 and adds multiple new articles and sections to reorganize, modernize, and expand the statutory framework for these corporations. It also repeals certain existing provisions, including §§ 13.1-898.6 and 13.1-898.7 and Article 17.1, indicating a substantial restructuring rather than a narrow technical fix.
The bill’s core effect is to update the rules for formation, governance, operation, and related corporate procedures for nonstock corporations in Virginia. Based on the sections referenced, it touches definitions, incorporation documents, board governance, member and director rights, mergers and other structural transactions, and special rules for charitable corporations and charitable assets. Because the bill rewrites and adds many sections across Chapter 10 of Title 13.1, it likely changes how nonprofit entities are organized and regulated under state law, while preserving the overall framework of the Nonstock Corporation Act.
In practical terms, HB439 affects nonprofit corporations, charitable organizations, their directors and officers, members where applicable, and the State Corporation Commission’s administration of corporate filings. It likely requires affected entities and practitioners to rely on a revised statutory scheme, with new cross-references and updated procedures replacing older provisions. The bill’s impact is primarily on corporate law and nonprofit governance rather than on tax law directly, though it references charitable purposes and federal 501(c)(3) concepts in the definitional section.
The available legislative record shows no committee transcript excerpts and no recorded votes in the provided materials, so there is little direct evidence of debate or opposition in the supplied context. The bill was enacted as Chapter 393 and approved on April 8, 2026, which suggests it moved successfully through the process. The absence of recorded contention in the provided materials points to a generally routine or technical consensus measure, likely aimed at statutory modernization and cleanup.
Notable points of contention, if any, are not visible in the supplied record. The most likely areas for discussion would have been the scope of the rewrite, the repeal of older provisions, and any changes affecting nonprofit governance or charitable asset rules, but no specific objections or competing viewpoints are included here.
HB439 substantially revises Virginia’s statutory rules for nonstock corporations by amending numerous existing provisions in Title 13.1, adding several new articles and sections, and repealing obsolete sections and an entire article. The bill updates the legal framework governing nonprofit and charitable corporations, including formation documents, governance, structural transactions, and charitable-asset concepts, and it will require affected entities, attorneys, and the State Corporation Commission to operate under a reorganized and expanded set of rules.
The available record suggests a generally favorable or at least noncontroversial reception. There are no committee transcript excerpts or recorded votes showing opposition, and the bill was enacted as Chapter 393. That pattern is consistent with a technical or modernization bill that likely drew support because it reorganizes and updates the Nonstock Corporation Act rather than creating a new policy program.
No specific points of contention are documented in the provided materials. If debate occurred, it would most likely have centered on the breadth of the rewrite, the repeal of prior provisions, and any practical effects on nonprofit governance, charitable corporations, or filing procedures. However, the supplied record does not identify any legislators, stakeholders, or organizations taking opposing positions.