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HB439Introduced in the House of Delegates

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

Passed

Introduced by Patrick Hope, District 1

What does this bill do?

Plain-English breakdown

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Official description

Virginia Nonstock Corporation Act. Provides for numerous revisions to the Virginia Nonstock Corporation Act. Among other revisions, the bill (i) authorizes certain actions to derive from its bylaws in addition to its articles of incorporation, (ii) makes changes to the process of amending articles of incorporation and bylaws, (iii) authorizes inclusion of an exclusive forum provision in the bylaws, (iv) permits transfer of membership interests, (v) authorizes members to bring derivative proceedings, (vi) permits a court to remove a director in certain circumstances, (vii) provides for abandonment of an amendment or restatement of the articles of incorporation, (viii) extends the current provisions related to mergers to include interest exchanges and to provide for parent-subsidiary mergers, (ix) replaces existing provisions on conversion with provisions based on the Virginia Stock Act, and (x) adds provisions governing charitable corporations and charitable assets, including the authority of the Office of the Attorney General with respect to such. The bill includes technical amendments and has a delayed effective date of January 1, 2027. This bill is identical to SB 246.

Where it stands

Acts of Assembly Chapter text (CHAP0393)

April 8, 2026

How did lawmakers vote?

House of Delegates votes

5 recorded votes · each counted separately

Senate votes

5 recorded votes · each counted separately

House of DelegatesStage: Senate amendments agreed to by House (98-Y 0-N 0-A) · March 12, 2026

98

Yes

0

No

1

Absent or Not Voting

99 delegates recorded in this House of Delegates vote. Colors show vote categories only, not whether a vote was good or bad.

What do people think?

Citizen Voice

How would you vote on this bill?

An unofficial public opinion poll. It does not affect the bill or the official vote.

One response per device. Location is self-reported and not verified. Results are informal and not a scientific survey.

See how each delegate voted

DelegateDistrictVote
Patrick Hope1Yes
Adele McClure2Yes
Alfonso Lopez3Yes
Charniele Herring4Yes
Kirk McPike5Yes
Richard Sullivan6Yes
Karen Keys-Gamarra7Yes
Irene Shin8Yes
Karrie Delaney9Yes
Dan Helmer10Yes

Bill history

  1. Prefiled and ordered printed; Offered 01-14-2026 26105342D

  2. Referred to Committee on General Laws

  3. Referred from General Laws and referred to Labor and Commerce (Voice Vote)

  4. Assigned HCL sub: Subcommittee #1

  5. Fiscal Impact Statement from State Corporation Commission (HB439)

  6. House subcommittee offered

  7. Subcommittee recommends reporting with substitute (9-Y 0-N)

  8. Reported from Labor and Commerce with substitute (22-Y 0-N)

  9. Committee substitute printed 26106243D-H1

  10. Read first time

  11. Fiscal Impact Statement from State Corporation Commission (HB439)

  12. Read second time

  13. committee substitute agreed to

  14. Engrossed by House - committee substitute

  15. Read third time and passed House (97-Y 1-N 0-A)

  16. Reconsideration of passage agreed to by House

  17. Passed House (98-Y 0-N 0-A)

  18. Constitutional reading dispensed (on 1st reading)

  19. Referred to Committee on Commerce and Labor

  20. Reported from Commerce and Labor with amendments (13-Y 0-N)

  21. Senate committee offered

  22. Rules suspended

  23. Constitutional reading dispensed (on 2nd reading) (37-Y 0-N 0-A)

  24. Passed by for the day (Voice Vote)

  25. Read third time

  26. Commerce and Labor Amendment agreed to

  27. Engrossed by Senate as amended

  28. Passed Senate with amendments Block Vote (39-Y 0-N 0-A)

  29. Reconsideration of Senate passage agreed to by Senate Block Vote (40-Y 0-N 0-A)

  30. Passed Senate with amendments Block Vote (40-Y 0-N 0-A)

  31. Senate amendments agreed to by House (98-Y 0-N 0-A)

  32. Enrolled

  33. Bill text as passed House and Senate (HB439ER)

  34. Signed by President

  35. Signed by Speaker

  36. Enrolled Bill communicated to Governor on March 31, 2026

  37. Governor's Action Deadline 11:59 p.m., April 13, 2026

  38. Fiscal Impact Statement from State Corporation Commission (HB439)

  39. Approved by Governor - Chapter 393 (effective 1/1/2027)

  40. Acts of Assembly Chapter text (CHAP0393)

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