TITLE 13.1. CORPORATIONS.

§§ 6.1-112, 13.1-316, 13.1-544.1, 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1104, 13.1-1214, and 50-73.2 amended.
Names of business entities. Requires that the name of any corporation, limited liability company, business trust, or limited partnership be distinguishable upon the records of the State Corporation Commission from the name of any of these types of business entities. HB 1753; CH. 592 (effective 10/1/04).

§§ 13.1-504, 13.1-507, 13.1-508, 13.1-509, 13.1-511, 13.1-514, and 13.1-523 amended; § 13.1-512 repealed.
Virginia Securities Act. Permits Virginia churches to offer securities to its members who live outside Virginia, provided the security is offered and sold only by its members who are Virginia residents. The bill also makes technical corrections to the Act, and repeals an obsolete provision of the Code requiring registration statements for certain securities, which is preempted by federal law. HB 1827; CH. 595.

§§ 13.1-543, 13.1-544.1, 13.1-544.2, 13.1-1102, and 38.2-231 amended; §§ 13.1-542.1 and 13.1-1101.1 added.
Professional corporations; professional limited liability companies. Provides that, unless otherwise prohibited by law or regulation, professional services may be rendered by either a professional corporation or a general business corporation. Parallel provisions are added to the Limited Liability Company Act. A provision corrects existing language that states that all shareholders of a foreign professional stock corporation be licensed to render the professional service in Virginia, because currently accounting, architecture, professional engineering, and land surveying can be rendered by domestic professional corporations with unlicensed shareholders. Other changes clarify that nurse practitioners may organize to the same extent as other professionals, by inserting language omitted from the 1999 legislation that authorized them to so organize. The bill has an emergency clause. SB 879; CH. 678 (effective 3/19/03).

§§ 13.1-546 and 13.1-1107 amended.
Professional services; independent contractors. Permits professional corporations and limited liability companies to use independent contractors to render the professional services of such entities. HB 1863; CH. 786.

§§ 13.1-603, 13.1-610, 13.1-654, 13.1-655, 13.1-657, and 13.1-723 amended.
Virginia Stock Corporation Act. Allows "householding" of notices to shareholders of public corporations, which means that a corporation may, with the consent of the affected shareholders, send a single notice of shareholders' meetings when there are multiple record shareholders at a single address. A public corporation is defined as having 300 or more shareholders. Other changes allow investment companies to avoid having annual meetings unless required by the corporation's documents or the Investment Company Act of 1940, and allow shareholders to participate in meetings via telephone if authorized in the articles of incorporation or bylaws. SB 860; CH. 728.

§§ 13.1-603, 13.1-722, 13.1-1001.1, 13.1-1002, 13.1-1003, 13.1-1012, 13.1-1067, 13.1-1070, 13.1-1072, 13.1-1073, 50-73.1, 50-73.2, 50-73.48:1, 50-73.48:3, 50-73.48:4, 50-73.84, 50-73.128, 50-73.130, and 50-73.144 amended; §§ 13.1-1010.4 and 13.1-1023.1 added.
Limited liability companies; business entities. Incorporates conforming provisions into the Limited Liability Company Act and analogous provisions of other business entity statutes to enable those entities to merge with business trusts. Other provisions (i) clarify the authority of limited liability companies to convert into stock corporations and vice versa, (ii) provide that when the operating agreement of a limited liability company contains an agreement among members that restricts their ability to pledge or transfer their ownership interests, they will be given effect as a matter of freedom of contract notwithstanding contrary provisions of the Uniform Commercial Code, and (iii) clarify who signs State Corporation Commission filings for limited liability companies that are formed without members. SB 861; CH. 340 (effective-see bill).

§§ 13.1-635, 13.1-720, 13.1-722.1, 13.1-764, 13.1-834, 13.1-896, 13.1-926, 13.1-1016, 13.1-1072, 13.1-1221, 50-73.5, 50-73.48:3, and 50-73.135 amended.
Business entities; articles of merger. Requires that articles of merger be signed by all parties to a merger of various business entities, including stock corporations, nonstock corporations, limited liability companies, and limited partnerships. The provision also applies to articles of share exchange. In the case of the merger of parent and subsidiary corporations, the articles need be executed only on behalf of the surviving corporation. The measure also establishes procedures for updating registered agent information when the agent changes its name or is the nonsurviving party to a merger. HB 1829; CH. 597 (effective-see bill).

§§ 13.1-722.10 and 13.1-722.12 amended.
Corporations and limited liability companies; entity conversions. Requires that the articles of incorporation or articles of organization of the surviving entity of a conversion from a corporation to a limited liability company, or vice versa, be included as a separate attachment to the plan of entity conversion. The articles of incorporation or articles of organization of the surviving entity are required to comply with the applicable provisions of the Virginia Stock Corporation Act or Virginia Limited Liability Company Act. HB 1830; CH. 598.

§§ 13.1-815, 13.1-815.1, and 13.1-816 amended; §§ 13.1-898.2 through 13.1-898.7 added.
Corporations; domestication and conversion; fees. Establishes procedures by which (i) a domestic nonstock corporation that is not legally required to be a domestic corporation may domesticate as a foreign nonstock corporation and (ii) a foreign nonstock corporation may domesticate as a Virginia nonstock corporation. SB 880; CH. 374.

§ 13.1-904 amended.
Nonstock corporations; articles of dissolution. Requires that articles of dissolution of a nonstock corporation filed with the State Corporation Commission set forth, if applicable, a statement that there are no members or no members with voting rights. In addition, the statement is required to recite the date of the meeting of the board of directors at which the dissolution was authorized and a statement of the fact that dissolution was authorized by the vote of a majority of the directors in office. HB 1828; CH. 596.

§§ 13.1-1003, 13.1-1005, and 13.1-1011.1 amended.
Limited liability companies; corrections and amendments. Authorizes the organizer of a limited liability company to sign articles of amendment or correction. References to certificates of correction are changed to articles of correction. The manner in which a correction may be adopted is specified, and a requirement is added that the articles of correction include a statement of the manner of their adoption. SB 946; CH. 379.

§§ 13.1-1055 and 50-73.57 amended.
Foreign limited liability companies and limited partnerships. Clarifies that the Secretary of State or other official with custody of records in the state or other jurisdiction of formation must authenticate the records of foreign limited liability companies and foreign limited partnerships. The amendments conform the authentication requirements with corresponding provisions of the Virginia Stock and Nonstock Corporation Acts. SB 851; CH. 370.

§§ 12.1-43, 13.1-1204, 13.1-1213, 13.1-1214, 13.1-1217, 13.1-1254, and 13.1-1261 amended; § 13.1-1260 repealed.
Business trusts. Makes certain provisions of the Virginia Business Trust Act, which was enacted in 2002, consistent with analogous provisions of other business entity acts, and corrects several oversights in existing law. The measure (i) adds business trusts to the entities that are deemed to have received tax assessments mailed by the State Corporation Commission; (ii) establishes the fee for filing articles of restatement; (iii) specifies who has authority to correct the articles of trust and the method for their approval; (iv) conforms business trust name distinguishability requirements to those of other business entities; (v) allows for the cancellation of a certificate of a business trust that does not maintain a registered agent; and (vi) makes the provisions regarding mergers consistent with the parallel provisions for articles of merger of other business entities. The Business Trust Act, and the amendments made by this measure, will become effective October 1, 2003. SB 855; CH. 373 (effective 10/1/03).

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