Code of Virginia

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Code of Virginia
Title 32.1. Health
Chapter 20. Disposition of Assets by Nonprofit Health Care Entities
6/20/2021

Chapter 20. Disposition of Assets by Nonprofit Health Care Entities.

§ 32.1-373. Definitions.

As used in this chapter, unless the context requires a different meaning:

"Disposition of assets" means any action undertaken by a nonprofit entity to dispose of control of all or substantially all of its assets pursuant to an agreement of sale, transfer, lease, exchange, option, joint venture, or partnership, or to convert to a for-profit entity or to otherwise restructure the nonprofit entity or its assets, resulting in a change in control or governance of the entity or assets.

"Nonprofit entity" means (i) a foreign or domestic nonstock corporation licensed and subject to regulation under Chapter 42 (§ 38.2-4200 et seq.) of Title 38.2 or (ii) a person that is exempt from taxation under 26 U.S.C. § 501(c)(3) or (4) and is, or owns, one of the following: (a) a hospital licensed under Chapter 5 (§ 32.1-123 et seq.) of this title or Article 2 (§ 37.2-403 et seq.) of Chapter 4 of Title 37.2; (b) a health maintenance organization licensed under Chapter 43 (§ 38.2-4300 et seq.) of Title 38.2; (c) a nursing home, including a facility known by varying nomenclature or designation such as convalescent home, skilled nursing facility or skilled care facility, intermediate care facility, extended care facility, or certified nursing facility or nursing care facility, licensed under the provisions of Article 1 (§ 32.1-123 et seq.) of Chapter 5; or (d) a facility for the provision of continuing care registered with the State Corporation Commission pursuant to Chapter 49 (§ 38.2-4900 et seq.) of Title 38.2.

1997, c. 615, § 55-531; 2000, c. 266; 2002, c. 516; 2005, c. 839; 2019, c. 712.

§ 32.1-374. Obligations of nonprofit entity.

Prior to disposition of assets, any nonprofit entity shall provide to the Attorney General written notice, on a form provided by the Attorney General, of its intent to dispose of such assets, including the terms of the proposal. The notice shall be given at least 60 days in advance of the effective date of such proposed transaction in order that the Attorney General may exercise his common law and statutory authority over the activities of these organizations. The Attorney General may employ expert assistance in reviewing any proposed transaction, and such reasonable expenses incurred by the Attorney General shall be paid by a party to the proposed transaction.

Within 10 days of receipt of the notice from the entity, the Attorney General shall cause a public notice of the transaction to be published in a newspaper in which legal notices may be published in that jurisdiction.

No later than 40 days prior to any disposition of assets, the nonprofit entity shall convene a public meeting to set forth its expectations concerning how the health care needs of the community will be served following the proposed disposition of assets and to receive comments and respond to questions on the potential impact of the proposed disposition of assets on the community served by the nonprofit entity. Notice of the time and place of such meeting shall be published at least 10 days prior to the meeting in a newspaper in which legal notices may be published in that jurisdiction.

Notice to the Attorney General pursuant to this section shall be given for State Corporation Commission approval sought pursuant to Article 11 (§ 13.1-893.1) of Chapter 10 of Title 13.1 and §§ 38.2-203 and 38.2-1322 through 38.2-1328 and subdivision A 1 of § 38.2-4316. Such notice need not be given where the State Corporation Commission determines, in its sole discretion, that there is a reasonable expectation that the foreign or domestic nonstock corporation licensed and subject to regulation under Chapter 42 (§ 38.2-4200 et seq.) of Title 38.2 or health maintenance organization referenced in this chapter will not be able to meet its obligations to subscribers or enrollees.

The provisions of this section shall not apply to any disposition of assets subject to the provisions of § 38.2-4214.1 or any of the provisions of Chapter 15 (§ 38.2-1500 et seq.) of Title 38.2.

1997, c. 615, § 55-532; 2002, c. 516; 2007, c. 925; 2008, c. 253; 2018, c. 706; 2019, c. 712.

§ 32.1-375. Applicability of chapter.

This chapter shall apply to any disposition of assets proposed to take effect on or after July 1, 1997.

1997, c. 615, § 55-533; 2019, c. 712.