Track Virginia's Sweeping 2026 Business Entity Law Changes

Key Changes From the 2026 General Assembly

Virginia lawmakers overhauled the state’s corporate laws during the 2026 General Assembly, adding or amending more than 200 sections relating to business entity law in the Code of Virginia. The Virginia Stock Corporation Act was updated to align it with the American Bar Association’s updated Model Business Corporation Act (MBCA). 

Most changes are slated to take effect on July 1, 2026. Updates include:

·      Share Issuance: Boards of directors can now delegate the authority to issue shares to a designated committee or specific corporate officers.

·      Shareholder Agreements: The requirement for shareholder agreements to terminate if a corporation goes public has been removed. Corporations must now maintain these agreements in their records.

·      Record-keeping: Corporations are no longer required to maintain financial statements from the past three fiscal years.

·      Board Recommendations: Boards are now authorized to bring an issue to a shareholder vote, even if the board later decides to withdraw its recommendation of that issue.

A major companion bill was also enacted for the Virginia Nonstock Corporation Act, providing new governance flexibility, allowing members to bring derivative suits, and setting a delayed effective date of January 1, 2027, for those specific changes.

2026 Virginia Business Entity Law Updates at a Glance

The changes are captured in the 2026 edition of CSC’s Virginia Laws Governing Business Entities Annotated.  This book is the comprehensive collection of Virginia business statutes, regulations, and forms legal professionals need to conduct research more effectively, complete transactions more efficiently, and advise clients with confidence.

The book’s Table of Sections Affected lists the changes, and Legislative Analysis provides a summary of the most notable changes.

The 2026 edition includes Virginia’s Securities Act, Stock Corporation Law, Nonstock Corporation Law,  LLC Law, Business Trust Act, Revised Uniform Limited Partnership Act, Uniform Partnership Act, selected titles from the Uniform Commercial Code, and selected Taxation sections, updated with all relevant legislation from the 2026 session of the Virginia Assembly. The latest case notes from state and federal courts interpreting the law have also been captured.

There’s also an up-to-date Fee Schedule listing fees for business filings, as well as online access to 100 Virginia forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types via the LexisNexis^® Store download center. A listing of forms and contact information for Virginia’s State Corporation Commission can be found in the book’s appendix.

As with CSC’s other annotated statutory collections, Virginia Laws Governing Business Entities Annotated is available as an eBook and is part of the LexisNexis^® Digital Library. Subscribers to the eBook versions of CSC’s legal publications through the LexisNexis Digital Library can keep notes in the books to reference passages quickly and add their own insights and experiences. Those notes can be migrated across editions.

To learn more about the 2026 Edition of Virginia Laws Governing Business Entities Annotated, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.