Chapter 31B, Chapter 31B

(a) In this section, "future distributions" means the total distributions that, as of the date of dissociation, are reasonably estimated to be made to the remaining members if the company were continued until the projected date of its termination, reduced by the amount of distrib…

(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. (b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the…

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative or transferee, the circuit court, for good cause shown, may order judicial supe…

(a) A limited liability company is bound by a member's or manager's act after dissolution that: (1) Is appropriate for winding up the company's business; or (2) Would have bound the company under section 3-301 before dissolution, if the other party to the transaction did not have…

(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating: (1) The name of the company; (2) The date of the dissolution; and (3) That the company's business has b…

(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance wi…

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section. (b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must: (1) Specify the in…

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice must: (1) Be published at least once in a newspaper of general circulation in the co…

(a) The Secretary of State may commence a proceeding to administratively dissolve a limited liability company if: (1) The company fails to pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due; (2) The company fails to deliver it…

(a) If the Secretary of State determines that one or more grounds exist under §31B-8-809 of this code for administratively dissolving a limited liability company, the Secretary of State shall notify the company by certified mail with written notice of the determination pursuant t…

(a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must: (1) Recite the name of the company and the effective date of its administrative dissolu…

(a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a record that explains the reason or reasons for denial. (b) The company may appeal the denia…

In this article: (1) "Corporation" means a corporation under chapter thirty-one of this code, a predecessor law, or comparable law of another jurisdiction. (2) "General partner" means a partner in a partnership and a general partner in a limited partnership. (3) "Limited partner"…

(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section. (b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a n…

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) All property owned by the converting partnership or limited partnership vests …

(a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnersh…

(a) After approval of the plan of merger under section 9-904(c), unless the merger is abandoned under section 9-904(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of S…

(a) When a merger takes effect: (1) The separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) All property owned by each of the limited liability companies and other entities that are …

This article does not preclude an entity from being converted or merged under other law.

(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members and their transferees. (b) A foreign limited liability company may not be denied a …

(a) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing, together with the fee prescribed by section two, article one, chapter fifty-nine of this code. Th…

(a) Activities of a foreign limited liability company that do not constitute transacting business in this state within the meaning of this article include: (1) Maintaining, defending or settling an action or proceeding; (2) Holding meetings of its members or managers or carrying …

Unless the Secretary of State determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application and send a receipt for it and t…

(a) If the name of a foreign limited liability company does not satisfy the requirements of section 1-105, the company, to obtain or maintain a certificate of authority to transact business in this state, must use a fictitious name to transact business in this state if its real n…

(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if: (1) The company fails to: (A) Pay any fees, taxes, and penalties owed to …

A foreign limited liability company may cancel its authority to transact business in this state by filing in the office of the Secretary of State a certificate of cancellation. Cancellation does not terminate the authority of the Secretary of State to accept service of process on…

(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. (b) The failure of a foreign limited liability company to have a certific…

The Attorney General may maintain an action to restrain a foreign limited liability company from transacting business in this state in violation of this article.

A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likely to succeed.

In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced; and: (1) Must have been a member at the time of the transaction of which the plaintiff complains; or (2) The plaintiff's status as a member must hav…

In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort.

If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reaso…

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

This chapter may be cited as the "Uniform Limited Liability Company Act".

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end, the provisio…

This chapter takes effect on July 1, 1996.

(a) Before July 1, 1996, this chapter governs only a limited liability company organized: (1) After the effective date of this chapter, unless the company is continuing the business of a dissolved limited liability company under the provisions of the former West Virginia limited …

This chapter does not affect an action or proceeding commenced or right accrued before the effective date of this chapter.

(a) Notwithstanding any provision of subdivision (3), subsection (g), section one, article two, chapter twenty-three of this code to the contrary, all covered members of limited liability companies which are treated as partnerships for federal income tax purposes shall be subject…

As used in this article: (1) "Licensing board" means the governing body or agency established under chapter thirty of this code which is responsible for the licensing and regulation of the practice of the profession which the professional limited liability company is organized to…

(a) One or more persons duly licensed or otherwise legally authorized to render the same or compatible professional services or to otherwise practice together within this state may become members of a professional limited liability company under the provisions of this chapter for…

The name of a professional limited liability company shall contain the words "professional limited liability company" or the abbreviation "P.L.L.C.", "PLLC", "Professional L.L.C.", or "Professional LLC".

The licensing board for each of the professions authorized to form professional limited liability companies under this article shall propose legislative rules for promulgation, in accordance with the provisions of article three, chapter twenty-nine-a of this code, providing for t…

(a) The provisions of this article shall not be construed to alter or affect the professional relationship between an individual furnishing professional services and a person receiving that service either with respect to liability arising out of that professional service or any c…

Except as otherwise specifically provided in this article, all provisions of this chapter governing limited liability companies shall be applicable to professional limited liability companies.

This act may be cited as the Uniform Protected Series Act.

In this chapter: "Asset" means property in which a series limited liability company or protected series has rights; or as to which the company or protected series has the power to transfer rights. "Associated asset" means an asset that meets the requirements of §31B-14-301 of thi…

A protected series of a series limited liability company is a person distinct from: (1) The company, subject to §31B-14-104(c), §31B-14-501(1), and §31B-14-502(d); (2) Another protected series of the company; (3) A member of the company, whether or not the member is an associated…

(a) A protected series of a series limited liability company has the capacity to sue and be sued in its own name. (b) Except as otherwise provided in subsections (c) and (d) of this section, a protected series of a series limited liability company has the same powers and purposes…

The law of this state governs: (1) The internal affairs of a protected series of a series limited liability company, including: (A) Relations among any associated members of the protected series; (B) Relations among the protected series and: (i) Any associated member; (ii) The pr…