reglab/housing_qa huggingface dataset:
WV Code § 31B-1-112 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 1. General Provisions|§31B-1-112. Nature of Business and Powers

(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 individual to do all things necessary or convenient to carry on its business or affairs, including power to:(1) Sue and be sued, and defend in its name;(2) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;(3) Sell, convey, mortgage, grant a security interest in, lease, exchange and otherwise encumber or dispose of all or any part of its property;(4) Purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;(5) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on or a security interest in any of its property, franchises or income;(6) Lend money, invest and reinvest its funds and receive and hold real and personal property as security for repayment;(7) Be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;(8) Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;(9) Elect managers and appoint officers, employees and agents of the limited liability company, define their duties, fix their compensation and lend them money and credit;(10) Pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans and benefit or incentive plans for any or all of its current or former members, managers, officers, employees and agents;(11) Make donations for the public welfare or for charitable, scientific or educational purposes; and(12) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business of the limited liability company.
WV Code § 31B-1-113 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 1. General Provisions|§31B-1-113. Disclosures Required by Limited Liability Companies Holding Certain Licenses

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 twenty-two-b, chapter twenty-nine of this code shall disclose in any required application the identities of all members or persons entitled to a distribution under section one hundred one, article one, chapter thirty-one-b, or if the license is already held, shall reveal the identities of all members or persons entitled to a distribution under section one hundred one, article one, chapter thirty-one-b, to the regulatory agency overseeing the licensee.
WV Code § 31B-1-114 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 1. General Provisions|§31B-1-114. Penalty for Signing False Document

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 one year, or both fined and confined.
WV Code § 31B-2-201 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-201. Limited Liability Company as Legal Entity

A limited liability company is a legal entity distinct from its members.
WV Code § 31B-2-202 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-202. Organization

(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 code. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.(c) The filing of the articles of organization by the Secretary of State is conclusive proof that the organizers satisfied all conditions precedent to the creation of a limited liability company.
WV Code § 31B-2-203 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-203. Articles of Organization

(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 service of process, if any;(4) The name and address of each organizer and of each member having authority to execute instruments on behalf of the limited liability company;(5) Whether the company is to be a term company and, if so, the term specified;(6) Whether the company is to be manager-managed and, if so, the name and address of each initial manager;(7) Whether one or more of the members of the company are to be liable for its debts and obligations under section 3-303(c);(8) The purpose or purposes for which the limited liability company is organized; and(9) An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.(b) Articles of organization of a limited liability company may set forth:(1) Provisions permitted to be set forth in an operating agreement; or(2) Other matters not inconsistent with law.(c) Articles of organization of a limited liability company may not vary the nonwaivable provisions of section 1-103(b). As to all other matters, if any provision of an operating agreement is inconsistent with the articles of organization:(1) The operating agreement controls as to managers, members and members' transferees; and(2) The articles of organization control as to persons other than managers, members and their transferees who reasonably rely on the articles to their detriment.
WV Code § 31B-2-204 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-204. Amendment or Restatement of Articles of Organization

(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 articles of organization; and(3) Amendment to the articles.(b) A limited liability company may restate its articles of organization at any time. Restated articles of organization must be signed and filed in the same manner as articles of amendment. Restated articles of organization must be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its initial articles of organization.
WV Code § 31B-2-205 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-205. Signing of Records

(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 company;(3) Person organizing the company, if the company has not been formed; or(4) Fiduciary, if the company is in the hands of a receiver, trustee or other court-appointed fiduciary.(b) A record signed under subsection (a) of this section must state adjacent to the signature the name and capacity of the signer.(c) Any person may sign a record to be filed under subsection (a) of this section by an attorney-in-fact. Powers of attorney relating to the signing of records to be filed under subsection (a) of this section by an attorney-in-fact need not be filed in the office of the Secretary of State as evidence of authority by the person filing but must be retained by the company.
WV Code § 31B-2-206 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-206. Filing in Office of Secretary of State

 (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 Secretary of State. Unless the Secretary of State determines that a record fails to comply as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the record and send a receipt for the record and the fees to the limited liability company or its representative.(b) Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.(c) Except as otherwise provided in subsection (d) of this section and section 2-207(c), a record accepted for filing by the Secretary of State is effective:(1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original record; or(2) At the time specified in the record as its effective time on the date it is filed.(d) A record may specify a delayed effective time and date, and if it does so the record becomes effective at the time and date specified. If a delayed effective date but no time is specified, the record is effective at the close of business on that date. If a delayed effective date is later than the ninetieth day after the record is filed, the record is effective on the ninetieth day.
WV Code § 31B-2-207 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-207. Correcting Filed Record

(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) Describe the record, including its filing date, or attach a copy of it to the articles of correction;(ii) Specify the incorrect statement and the reason it is incorrect or the manner in which the signing was defective; and(iii) Correct the incorrect statement or defective signing; and(2) By delivering the corrected record to the Secretary of State for filing.(c) Articles of correction are effective retroactively on the effective date of the record they correct except as to persons relying on the uncorrected record and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
WV Code § 31B-2-208 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-208. Certificate of Existence or Authorization

(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 company's name;(2) That it is duly organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified;(3) If payment is reflected in the records of the Secretary of State and if nonpayment affects the existence of the company, that all fees, taxes and penalties owed to this state have been paid;(4) Whether its most recent annual report required by section 2-211 has been filed with the Secretary of State;(5) That articles of termination have not been filed; and(6) Other facts of record in the office of the Secretary of State which may be requested by the applicant.(c) A certificate of authorization for a foreign limited liability company must set forth:(1) The company's name used in this state;(2) That it is authorized to transact business in this state;(3) If payment is reflected in the records of the Secretary of State and nonpayment affects the authorization of the company that all fees, taxes and penalties owed to this state have been paid;(4) Whether its most recent annual report required by section 2-211 has been filed with the Secretary of State;(5) That a certificate of cancellation has not been filed; and(6) Other facts of record in the office of the Secretary of State which may be requested by the applicant.(d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.
WV Code § 31B-2-209 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-209. Liability for False Statement in Filed Record

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 statement to be false at the time the record was signed.
WV Code § 31B-2-210 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-210. Filing by Judicial Act

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 signed and that a person so designated has failed or refused to sign the record, it shall order the Secretary of State to sign and file an appropriate record.
WV Code § 31B-2-211 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 2. Organization|§31B-2-211. Annual Report for Secretary of State

(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 organized;(2) The address of its designated office, if any and the name and address of its agent for service of process in this state, if any;(3) The address of its principal office;(4) The names and business addresses of any managers and the name and address of each member having authority to execute instruments on behalf of the limited liability company; and(5) An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.(b) Information in an annual report must be current as of the date the annual report is signed on behalf of the limited liability company.(c) The first annual report must be delivered to the Secretary of State between January 1 and July 1 of the year following the calendar year in which a limited liability company was organized or a foreign company was authorized to transact business. Subsequent annual reports must be delivered to the Secretary of State between January 1 and July 1 of the ensuing calendar years.(d) If an annual report does not contain the information required in subsection (a) of this section, the Secretary of State shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction. If the report is corrected to contain the information required in subsection (a) of this section and delivered to the Secretary of State within thirty days after the effective date of the notice, it is timely filed.
WV Code § 31B-3-301 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company|§31B-3-301. Agency of Members and Managers

(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 course the company's business or business of the kind carried on by the company binds the company, unless the member had no authority to act for the company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.(2) An act of a member which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized by the other members.(b) Subject to subsection (c) of this section, in a manager-managed company:(1) A member is not an agent of the company for the purpose of its business solely by reason of being a member. Each manager is an agent of the company for the purpose of its business and an act of a manager, including the signing of an instrument in the company's name, for apparently carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company, unless the manager had no authority to act for the company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.(2) An act of a manager which is not apparently for carrying on in the ordinary course the company's business or business of the kind carried on by the company binds the company only if the act was authorized under section 4-404.(c) Unless the articles of organization limit their authority, any member of a member-managed company or manager of a manager-managed company may sign and deliver any instrument transferring or affecting the company's interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument.
WV Code § 31B-3-302 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company|§31B-3-302. Limited Liability Company Liable for Member's or Manager's Actionable Conduct

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 company.
WV Code § 31B-3-303 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 3. Relations of Members and Managers to Persons Dealing With Limited Liability Company|§31B-3-303. Liability of Members and Managers

(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 not personally liable for a debt, obligation or liability of the company solely by reason of being or acting as a member or manager.(b) The failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company.(c) All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company if:(1) A provision to that effect is contained in the articles of organization; and(2) A member so liable has consented in writing to the adoption of the provision or to be bound by the provision.
WV Code § 31B-4-401 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 4. Relations of Members to Each Other and to Limited Liability Company|§31B-4-401. Form of Contribution

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 performed.
WV Code § 31B-4-402 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 4. Relations of Members to Each Other and to Limited Liability Company|§31B-4-402. Member's Liability for Contributions

(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 property or services, the member is obligated at the option of the company to contribute money equal to the value of that portion of the stated contribution which has not been made.(b) A creditor of a limited liability company who extends credit or otherwise acts in reliance on an obligation described in subsection (a) of this section, and without notice of any compromise under section 4-404(c)(5), may enforce the original obligation.
WV Code § 31B-4-403 (2021)
2021 West Virginia Code|Chapter 31B. Uniform Limited Liability Company Act|Article 4. Relations of Members to Each Other and to Limited Liability Company|§31B-4-403. Member's and Manager's Rights to Payments and Reimbursement

(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 limited liability company shall reimburse a member for an advance to the company beyond the amount of contribution the member agreed to make.(c) A payment or advance made by a member which gives rise to an obligation of a limited liability company under subsection (a) or (b) of this section constitutes a loan to the company upon which interest accrues from the date of the payment or advance.(d) A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.