Chapter 31B, Chapter 31B

In this chapter: (1) "Articles of organization" means initial, amended and restated articles of organization and articles of merger. In the case of a foreign limited liability company, the term includes all records serving a similar function required to be filed in the office of …

(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) Knows the fact; (2) Has received a notification of the fact; or (3) Has reason to know the fact exists from all of the facts known to the person at the time in…

(a) Except as otherwise provided in subsection (b) of this section, all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations amon…

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section thirty-one, article six, ch…

(a) The name of a limited liability company must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". "Limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co.". (b) Except as authorized by subsections…

(a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious name for a foreign company whose name is not available, by delivering an application to the Secretary of State for filing. The application must set forth the name and add…

(a) A foreign limited liability company may register its name subject to the requirements of section 10-1005, if the name is distinguishable upon the records of the Secretary of State from names that are not available under section 1-105(b). (b) A foreign limited liability compan…

(a) A limited liability company and a foreign limited liability company authorized to do business in this state may continuously maintain in this state: (1) An office, which need not be a place of its business in this state; and (2) An agent and address of the agent for service o…

A limited liability company may change its designated office or agent for service of process by delivering to the secretary of state for filing a statement of change which sets forth: (1) The name of the company; (2) The address of its current designated office, if any; (3) If th…

(a) An agent for service of process of a limited liability company may resign by delivering to the Secretary of State for filing a record of the statement of resignation. (b) After filing a statement of resignation, the Secretary of State shall mail a copy to the designated offic…

(a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice or demand required or permitted by law to be served upon the company. (b) If a limited liability compa…

(a) A limited liability company may be organized under this chapter for any lawful purpose, subject to any law of this state governing or regulating business. (b) Unless its articles of organization provide otherwise, a limited liability company has the same powers as an individu…

Notwithstanding any provisions of this code to the contrary, any limited liability company seeking or holding a Class A liquor license issued pursuant to the provisions of article seven, chapter sixty of this code, or which seeks or holds a license under the provisions of article…

Any person who signs a document required to be filed with the Secretary of State by this chapter which he or she knows is false in any material respect is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000 or confined in jail not more than o…

A limited liability company is a legal entity distinct from its members.

(a) One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the office of the Secretary of State for filing, together with the fee prescribed by section two, article one, chapter fifty-nine of this…

(a) Articles of organization of a limited liability company must set forth: (1) The name of the company; (2) The address of the initial designated office in West Virginia, if any, and the mailing address of the principal office; (3) The name and address of the initial agent for s…

(a) Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment must set forth the: (1) Name of the limited liability company; (2) Date of filing of the arti…

(a) Except as otherwise provided in this chapter, a record to be filed by or on behalf of a limited liability company in the office of the Secretary of State must be signed in the name of the company by a: (1) Manager of a manager-managed company; (2) Member of a member-managed c…

(a) Articles of organization or any other record authorized to be filed under this chapter must be in a medium permitted by the Secretary of State and must be delivered to the office of the Secretary of State. Delivery may be made by electronic transmission if permitted by the Se…

(a) A limited liability company or foreign limited liability company may correct a record filed by the Secretary of State if the record contains a false or erroneous statement or was defectively signed. (b) A record is corrected: (1) By preparing articles of correction that: (i) …

(a) A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company. (b) A certificate of existence for a limited liability company must set forth: (1) The …

If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the st…

If a person required by section 2-205 to sign any record fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the circuit court to direct the signing of the record. If the court finds that it is proper for the record to be s…

(a) A limited liability company, and a foreign limited liability company authorized to transact business in this state, shall deliver to the Secretary of State for filing an annual report that sets forth: (1) The name of the company and the state or country under whose law it is …

(a) Subject to subsections (b) and (c) of this section: (1) Each member is an agent of the limited liability company for the purpose of its business and an act of a member, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary co…

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of business of the company or with authority of the…

(a) Except as otherwise provided in subsection (c) of this section, the debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the company. A member or manager is n…

A contribution of a member of a limited liability company may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed or other agreements to contribute cash or property, or contracts for services to be perf…

(a) A member's obligation to contribute money, property or other benefit to, or to perform services for, a limited liability company is not excused by the member's death, disability or other inability to perform personally. If a member does not make the required contribution of p…

(a) A limited liability company shall reimburse a member or manager for payments made and indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property. (b)…

(a) In a member-managed company: (1) Each member has equal rights in the management and conduct of the company's business; and (2) Except as otherwise provided in subsection (c) of this section or in section 8-801(b)(3)(i), any matter relating to the business of the company may b…

(a) Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares. (b) A member has no right to receive, and may not be required to accept, a distribution in kind. (c) If a member becomes entitled to receive a distribution, th…

(a) A distribution may not be made if: (1) The limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or (2) The company's total assets would be less than the sum of its total liabilities plus the amount that would be n…

(a) A member of a member-managed company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of section 4-406, the articles of organization, or the operating agreement is personally liable to the company for the amount …

(a) A limited liability company shall provide members and their agents and attorneys access to its records, if any, at the company's principal office or other reasonable locations specified in the operating agreement. The company shall provide former members and their agents and …

(a) The only fiduciary duties a member owes to a member-managed company and its other members are the duty of loyalty and the duty of care imposed by subsections (b) and (c) of this section. (b) A member's duty of loyalty to a member-managed company and its other members is limit…

(a) A member may maintain an action against a limited liability company or another member for legal or equitable relief, with or without an accounting as to the company's business, to enforce: (1) The member's rights under the operating agreement; (2) The member's rights under th…

(a) If a term company is continued after the expiration of the specified term, the rights and duties of the members and managers remain the same as they were at the expiration of the term except to the extent inconsistent with rights and duties of members and managers of an at-wi…

(a) A member is not a coowner of, and has no transferable interest in, property of a limited liability company. (b) A distributional interest in a limited liability company is personal property and, subject to sections 5-502 and 5-503, may be transferred, in whole or in part. (c)…

A transfer of a distributional interest does not entitle the transferee to become or to exercise any rights of a member. A transfer entitles the transferee to receive, to the extent transferred, only the distributions to which the transferor would be entitled.

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent. (b) A transfere…

(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of th…

A member is dissociated from a limited liability company upon the occurrence of any of the following events: (1) The company's having notice of the member's express will to withdraw upon the date of notice or on a later date specified by the member; (2) An event agreed to in the …

(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to section 6-601(1). (b) If the operating agreement has not eliminated a member's power …

(a) If under section 8-801 a member's dissociation from a limited liability company results in a dissolution and winding up of the company's business, article eight of this chapter applies. If a member's dissociation from the company does not result in a dissolution and winding u…

(a) A limited liability company shall purchase a distributional interest of a: (1) Member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's …

(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall: (1) Determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among s…

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under article nine of this chapter, is bound by an act of the dissociated member which…

(a) A dissociated member or a limited liability company may file in the office of the Secretary of State a statement of dissociation stating the name of the company and that the member is dissociated from the company. (b) For the purposes of sections 3-301 and 7-703, a person not…