reglab/housing_qa huggingface dataset:
WV Code § 31D-13-1331 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 13. Appraisal Rights|§31D-13-1331. Court Costs and Counsel Fees

(a) The court in an appraisal proceeding commenced under section one thousand three hundred thirty of this article shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.(b) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:(1) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of section one thousand three hundred twenty, one thousand three hundred twenty-two, one thousand three hundred twenty-four or one thousand three hundred twenty-five of this article; or(2) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.(c) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefitted.(d) To the extent the corporation fails to make a required payment pursuant to section one thousand three hundred twenty-four, one thousand three hundred twenty-five, or one thousand three hundred twenty-six of this article, the shareholder may sue directly for the amount owed and, to the extent successful, are to be entitled to recover from the corporation all costs and expenses of the suit, including counsel fees.
WV Code § 31D-14-1401 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1401. Dissolution by Incorporators or Initial Directors

§31D-14-1401. Dissolution by incorporators or initial directors.A majority of the incorporators, or initial directors of a corporation, that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of State for filing articles of dissolution that set forth:(1) The name of the corporation;(2) The date of its incorporation;(3) Either: (A) That none of the corporation's shares has been issued; or (B) that the corporation has not commenced business;(4) That no debt of the corporation remains unpaid;(5) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and(6) That a majority of the incorporators or initial directors authorized the dissolution.
WV Code § 31D-14-1402 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1402. Dissolution by Board of Directors and Shareholders

(a) A corporation's board of directors may propose dissolution for submission to the shareholders.(b) For a proposal to dissolve to be adopted:(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.(c) The board of directors may condition its submission of the proposal for dissolution on any basis.(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.(e) Unless the articles of incorporation or the board of directors acting pursuant to subsection (c) of this section require a greater vote, a greater number of shares to be present or a vote by voting groups, adoption of the proposal to dissolve requires the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.
WV Code § 31D-14-1403 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1403. Articles of Dissolution

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution setting forth:(1) The name of the corporation;(2) The date dissolution was authorized; and(3) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.(b) A corporation is dissolved upon the receipt by the corporation of a certificate of dissolution from the Secretary of State.(c) The Secretary of State shall issue a certificate of dissolution to the corporation delivering articles of dissolution upon receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from the corporation under the provisions of chapter eleven of this code, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one of chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumers sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs, as the case may be, stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.
WV Code § 31D-14-1404 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1404. Revocation of Dissolution

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:(1) The name of the corporation;(2) The effective date of the dissolution that was revoked;(3) The date that the revocation of dissolution was authorized;(4) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;(5) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and(6) If shareholder action was required to revoke the dissolution, the information required by subdivision (3), subsection (a), section one thousand four hundred three of this article.(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
WV Code § 31D-14-1405 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1405. Effect of Dissolution

(a) A dissolved corporation continues its corporate existence but may not carry on any business except those appropriate to wind up and liquidate its business and affairs, including:(1) Collecting its assets;(2) Disposing of its properties that will not be distributed in kind to its shareholders;(3) Discharging or making provision for discharging its liabilities;(4) Distributing its remaining property among its shareholders according to their interests; and(5) Doing every other act necessary to wind up and liquidate its business and affairs.(b) Dissolution of a corporation does not:(1) Transfer title to the corporation's property;(2) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;(3) Subject its directors or officers to standards of conduct different from those prescribed in article eight of this chapter;(4) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;(5) Prevent commencement of a proceeding by or against the corporation in its corporate name;(6) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or(7) Terminate the authority of the registered agent of the corporation, if any.
WV Code § 31D-14-1406 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1406. Known Claims Against Dissolved Corporation

(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice must:(1) Describe information that must be included in a claim;(2) Provide a mailing address where a claim may be sent;(3) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and(4) State that the claim will be barred if not received by the deadline.(c) A claim against the dissolved corporation is barred:(1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or(2) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
WV Code § 31D-14-1407 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1407. Unknown Claims Against Dissolved Corporation

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.(b) The notice must:(1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or if the corporation had no principal office in this state, in any county where it transacts its business;(2) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and(3) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:(1) A claimant who did not receive written notice under section one thousand four hundred six of this article;(2) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and(3) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.(d) A claim may be enforced under this section:(1) Against the dissolved corporation, to the extent of its undistributed assets; or(2) If the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his or her pro rata share of the claim or the corporate assets distributed to him or her in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to him or her.
WV Code § 31D-14-1420 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1420. Grounds for Administrative Dissolution

(a) The Secretary of State may commence a proceeding under 31D-14-1421 of this code to administratively dissolve a corporation if:(1) The corporation does not pay within 60 days after they are due any fees, franchise taxes, or penalties imposed by this chapter or other law;(2) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;(3) The corporations period of duration stated in its articles of incorporation expires;(4) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is, or all the licenses are, required for the continued operation of the corporation; (5) The corporation is in default with the Bureau of Employment Programs as provided in 21A-2-6 of this code; or(6) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the corporation pursuant to this chapter.(b) A corporation administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution pursuant to the procedure in 31D-14-1422 of this code or appeal the Secretary of States denial of reinstatement pursuant to the procedure in 31D-14-1423 of this code.
WV Code § 31D-14-1421 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1421. Procedure for and Effect of Administrative Dissolution

(a) If the Secretary of State determines that one or more grounds exist under section one thousand four hundred twenty of this article for dissolving a corporation, he or she shall serve the corporation with written notice of his or her determination pursuant to section five hundred four, article five of this chapter.(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice is perfected under section five hundred four, article five of this chapter, the Secretary of State shall administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation pursuant to section five hundred four, article five of this chapter.(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section one thousand four hundred five of this article and notify claimants pursuant to sections one thousand four hundred six and one thousand four hundred seven of this article.(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
WV Code § 31D-14-1422 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1422. Reinstatement Following Administrative Dissolution

(a) A corporation administratively dissolved under section one thousand four hundred twenty-one of this article 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 corporation and the effective date of its administrative dissolution;(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;(3) State that the corporation's name satisfies the requirements of section four hundred one, article four of this chapter; and(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the corporation have been paid.(b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation pursuant to section five hundred four, article five of this chapter.(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
WV Code § 31D-14-1423 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1423. Appeal From Denial of Reinstatement

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation pursuant to section five hundred four, article five of this chapter with a written notice that explains the reason or reasons for denial.(b) The corporation may appeal the denial of reinstatement to the circuit court within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the circuit court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement and the Secretary of State's notice of denial.(c) The circuit court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the circuit court considers appropriate.(d) The circuit court's final decision may be appealed as in other civil proceedings.
WV Code § 31D-14-1430 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1430. Grounds for Judicial Dissolution

§31D-14-1430. Grounds for judicial dissolution.The circuit court may dissolve a corporation:(1) In a proceeding by the Attorney General pursuant to section one, article two, chapter fifty-three of this code if it is established that:(A) The corporation obtained its articles of incorporation through fraud; or(B) The corporation has continued to exceed or abuse the authority conferred upon it by law;(2) In a proceeding by a shareholder if it is established that:(A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;(B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;(C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or(D) The corporate assets are being misapplied or wasted;(3) In a proceeding by a creditor if it is established that:(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or(4) In a proceeding by the corporation to have its voluntary dissolution continued under circuit court supervision.
WV Code § 31D-14-1431 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1431. Procedure for Judicial Dissolution

(a) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.(b) A circuit court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the circuit court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.(c) Within ten days of the commencement of a proceeding under subdivision (2), section one thousand four hundred thirty of this article to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section one thousand four hundred thirty-four of this article and accompanied by a copy of section one thousand four hundred thirty-four of this article.