reglab/housing_qa huggingface dataset:
WV Code § 31D-4-402 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 4. Name|§31D-4-402. Use of the Words &Quotcorporation", "incorporated" or "limited"; Prohibitions; Penalties

(a) No person may use the word "corporation" or "incorporated" or any abbreviation of these words in any trade name, business or other organization name unless the name is used by a domestic or foreign corporation authorized by the Secretary of State to transact business in West Virginia under the provisions of this chapter or chapter thirty-one-e of this code.(b) No person may use the word "limited" or any abbreviation of the word "limited" in any trade name, business or other organization name unless the name is used by a domestic or foreign corporation authorized by the Secretary of State to transact business in West Virginia under the provisions of this chapter, chapter thirty-one-b, thirty-one-e or forty-seven of this code.(c) The Tax Commissioner may not issue any business registration certificate under the provisions of article twelve, chapter eleven of this code to any business if the business name includes any of the words or their abbreviations as set forth in subsection (a) or (b) of this section unless the business is a domestic or foreign corporation or domestic or foreign nonprofit corporation.(d) Any person who unlawfully uses any one or more of the prescribed words or their abbreviations as set forth in subsection (a) or (b) of this section is to be deemed to be acting as a corporation without authority of law and subject to an action in quo warranto as provided in article two, chapter fifty-three of this code.(e) Any person who violates the provisions of this section is guilty of a misdemeanor and, upon conviction thereof, shall be fined not less than $500 nor more than $1,000 or confined in the county or regional jail not more than thirty days, or both.(f) The provisions of this section do not apply to businesses in existence prior to July 1, 1988.
WV Code § 31D-4-404 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 4. Name|§31D-4-404. Registered Name

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section one thousand five hundred six, article fifteen of this chapter, if the name is distinguishable upon the records of the Secretary of State from the corporate names that are not available under subsection (b), section four hundred one of this article.(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section one thousand five hundred six, article fifteen of this chapter, by delivering to the Secretary of State for filing an application:(1) Setting forth its corporate name, or its corporate name with any addition required by section one thousand five hundred six, article fifteen of this chapter, the state or country and date of its incorporation and a brief description of the nature of the business in which it is engaged; and(2) Accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.(c) The name is registered for the applicant's exclusive use upon the effective date of the application.(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October 1, and December 31, of the preceding year. The renewal application when filed renews the registration for the following calendar year.(e) A foreign corporation whose registration is effective may qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation incorporated under this chapter or by another foreign corporation authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
WV Code § 31D-5-501 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 5. Office and Agent|§31D-5-501. Registered Office and Registered Agent

Each corporation may continuously maintain in this state:(1) A registered office that may be the same as any of its places of business; and(2) A registered agent, who may be:(A) An individual who resides in this state and whose business office is identical with the registered office;(B) A domestic corporation or domestic nonprofit corporation whose business office is identical with the registered office; or(C) A foreign corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical with the registered office.
WV Code § 31D-5-502 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 5. Office and Agent|§31D-5-502. Change of Registered Office or Registered Agent

(a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:(1) The name of the corporation;(2) The mailing address or description of physical location of its current registered office;(3) If the current registered office is to be changed, the street address or description of physical location of the new registered office;(4) The name of its current registered agent;(5) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and(6) That after the change or changes are made, the mailing addresses of its registered office and the business office of its registered agent will be identical.(b) If a registered agent changes the mailing address of his or her business office, he or she may change the mailing address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
WV Code § 31D-5-503 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 5. Office and Agent|§31D-5-503. Resignation of Registered Agent

(a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall mail a copy of the filed statement of resignation to the corporation at its principal office.(c) The agency appointment is terminated, and the registered office is discontinued if provision for its discontinuation is made, on the thirty-first day after the date on which the statement was filed.
WV Code § 31D-6-601 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-601. Authorized Shares

§31D-6-601. Authorized shares.(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class and, prior to the issuance of shares of a class, the preferences, limitations and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section six hundred two of this article.(b) The articles of incorporation must authorize: (1) One or more classes of shares that together have unlimited voting rights; and (2) one or more classes of shares which may be the same class or classes as those with voting rights that together are entitled to receive the net assets of the corporation upon dissolution.(c) The articles of incorporation may authorize one or more classes of shares that:(1) Have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter;(2) Are redeemable or convertible as specified in the articles of incorporation: (A) At the option of the corporation, the shareholder or another person or upon the occurrence of a designated event; (B) for cash, indebtedness, securities or other property; or (C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative; or(4) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.(d) The description of the designations, preferences, limitations and relative rights of share classes in subsection (c) of this section is not exhaustive.
WV Code § 31D-6-602 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-602. Terms of Class or Series Determined by Board of Directors

(a) If the articles of incorporation provide, the board of directors may determine, in whole or in part, the preferences, limitations and relative rights within the limits set forth in section six hundred one of this article of: (1) Any class of shares before the issuance of any shares of that class; or (2) one or more series within a class before the issuance of any shares of that series.(b) Each series of a class must be given a distinguishing designation.(c) All shares of a series must have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of State for filing articles of amendment, which are effective without shareholder action, that set forth:(1) The name of the corporation;(2) The text of the amendment determining the terms of the class or series of shares;(3) The date it was adopted; and(4) A statement that the amendment was duly adopted by the board of directors.
WV Code § 31D-6-603 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-603. Issued and Outstanding Shares

(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and section six hundred forty of this article.(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
WV Code § 31D-6-604 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-604. Fractional Shares

(a) A corporation may:(1) Issue fractions of a share or pay in money the value of fractions of a share;(2) Arrange for disposition of fractional shares by the shareholders; or(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by subsection (b), section six hundred twenty-five of this article.(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:(1) That the scrip will become void if not exchanged for full shares before a specified date; and(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
WV Code § 31D-6-620 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-620. Subscription for Shares Before Incorporation

§31D-6-620. Subscription for shares before incorporation.(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(b) The board of directors may determine the payment terms of subscription for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid for more than twenty days after the corporation sends written demand for payment to the subscriber.(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section six hundred twenty-one of this article.
WV Code § 31D-6-621 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-621. Issuance of Shares

(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued are fully paid and nonassessable.(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.(f) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders at a meeting at which a quorum exists consisting of at least a majority of the votes entitled to be cast on the matter, if:(1) The shares, other securities or rights are issued for consideration other than cash or cash equivalents; and(2) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent of the voting power of the shares of the corporation that were outstanding immediately before the transaction.(g) As used in subsection (f) of this section:(1) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares is the greater of: (A) The voting power of the shares to be issued; or (B) the voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.(2) A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.
WV Code § 31D-6-622 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-622. Liability of Shareholders

(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to section six hundred twenty-one of this article or specified in the subscription agreement entered pursuant to section six hundred twenty of this article.(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he or she may become personally liable by reason of his or her own acts or conduct.
WV Code § 31D-6-623 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-623. Share Dividends

(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless: (1) The articles of incorporation authorize; (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue; or (3) there are no outstanding shares of the class or series to be issued.(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
WV Code § 31D-6-624 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-624. Share Options

A corporation may issue rights, options or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued.
WV Code § 31D-6-625 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-625. Form and Content of Certificates

(a) Shares may, but need not, be represented by certificates. Unless this chapter or another provision of this code expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.(b) At a minimum each share certificate must state on its face:(1) The name of the issuing corporation and that it is organized under the law of this state;(2) The name of the person to whom issued; and(3) The number and class of shares and the designation of the series, if any, the certificate represents.(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.(d) Each share certificate: (1) Must be signed, either manually or in facsimile, by two officers designated in the bylaws or by the board of directors; and (2) may bear the corporate seal or its facsimile.(e) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate remains valid.
WV Code § 31D-6-626 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 6. Shares and Distributions|§31D-6-626. Shares Without Certificates

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsections (b) and (c), section six hundred twenty-five of this article and, if applicable, section six hundred twenty-seven of this article.