The Virginia Assembly amended a business law section regarding limitations on liability of officers and directors. The change prevents Virginia entities from passing an amendment to their articles of incorporation or bylaws that limits or eliminates director or officer liability for an action or omission that has already occurred.

Other changes coming out of the 2020 Session of the Assembly include a new article on worker cooperatives and updates regarding conversion, domestication, and ratification of defective corporate actions.

The 2020 Edition of CSCPublishing’s Virginia Laws Governing Business Entities features all relevant legislative changes from the latest Session. A Table of Sections Affected provides a list of new and amended sections, while legislative analysis provides readers with an overview of the changes. The publication also includes the latest case notes from state and federal courts interpreting the law.

The 2020 Edition continues to provide commentary on the Virginia Stock Corporation Act, including excerpts from the 1985 Report of The Virginia Code Commission on that year’s revisions to the Act, as well as explanatory comments from the Joint Bar Committee. The comments contain significant contributions from prominent Virginia attorney Allen C. Goolsby of Hunton & Williams LLP.

Also included in this edition are Fee Tables for business filings and online access to nearly 100 Virginia forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types via the Lexis 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 is available as an ebook and is part of the LexisNexis Digital Library.

To learn more about the 2020 Edition of Virginia Laws Governing Business Entities, call 1.800.533.1637 or visit us online at


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Virginia limits retroactive liability for officers and directors