reglab/statecodes huggingface dataset:
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-102. Knowledge and Notice

(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 question.
(c) A person notifies or gives a notification of a fact to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person receives a notification when the notification:
(1) Comes to the person's attention; or
(2) Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) An entity knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the entity knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention had the entity exercised reasonable diligence. An entity exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the entity and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the entity to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-103. Effect of Operating Agreement; Nonwaivable Provisions

(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 among the members, managers and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers and company.
(b) The operating agreement may not:
(1) Unreasonably restrict a right to information or access to records under section 4-408;
(2) Eliminate the duty of loyalty under section 4-409(b) or 6-603(b)(3), but the agreement may:
(i) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(ii) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(3) Unreasonably reduce the duty of care under section 4-409(c) or 6-603(b)(3);
(4) Eliminate the obligation of good faith and fair dealing under section 4-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(5) Vary the right to expel a member in an event specified in section 6-601(6);
(6) Vary the requirement to wind up the limited liability company's business in a case specified in section 8-801(b)(4) or (b)(5); or
(7) Restrict rights of a person, other than a manager, member and transferee of a member's distributional interest, under this chapter.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-104. Supplemental Principles of Law

(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, chapter fifty-six of this code.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-105. Name

(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 (c) and (d) of this section, the name of a limited liability company must be distinguishable upon the records of the Secretary of State from:
(1) The name of any corporation, limited partnership, limited liability partnership or limited liability company incorporated, organized or authorized to transact business in this state;
(2) A name reserved or registered under sections 1-106 or 1-107 of this article or under sections twelve or thirteen of article one, chapter thirty-one of this code.
(3) A fictitious name approved under section 10-1005 for a foreign company authorized to transact business in this state because its real name is unavailable.
(c) A limited liability company may apply to the Secretary of State for authorization to use a name that is not distinguishable upon the records of the Secretary of State from one or more of the names described in subsection (b) of this section. The Secretary of State shall authorize use of the name applied for if:
(1) The present user, registrant or owner of a reserved name consents to the use in a record and submits an undertaking in form satisfactory to the Secretary of State to change the name to a name that is distinguishable upon the records of the Secretary of State from the name applied for; or
(2) The applicant delivers to the Secretary of State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A limited liability company may use the name, including a fictitious name, of another domestic or foreign company which is used in this state if the other company is organized or authorized to transact business in this state and the company proposing to use the name has:
(1) Merged with the other company;
(2) Been formed by reorganization with the other company; or
(3) Acquired substantially all of the assets, including the name, of the other company.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-107. Registered Name

(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 company registers its name, or its name with any addition required by section 10-1005, by delivering to the Secretary of State for filing an application:
(1) Setting forth its name, or its name with any addition required by section 10-1005, the state or country and date of its organization 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 record of similar import, from the state or country of organization.
(c) A foreign limited liability company whose registration is effective may renew it for successive years by delivering for filing in the office of the Secretary of State a renewal application complying with subsection (b) of this section between October 1, and December 31, of the preceding year. The renewal application renews the registration for the following calendar year.
(d) A foreign limited liability company whose registration is effective may qualify as a foreign company under its name or consent in writing to the use of its name by a limited liability company later organized under this chapter or by another foreign company later authorized to transact business in this state. The registered name terminates when the limited liability company is organized or the foreign company qualifies or consents to the qualification of another foreign company under the registered name.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-108. Designated Office and Agent for Service of Process

(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 of process on the company.
(b) An agent shall be an individual resident of this state, a domestic corporation, another limited liability company or a foreign corporation or foreign company authorized to do business in this state.
(c) Every limited liability company shall pay the annual report fee of $25 for the filing of the annual report for the limited liability company as described in section two-a, article one, chapter fifty-nine of this code, which fee shall be due and payable each year after the initial registration of the limited liability company on or before the dates specified in section two-a, article one, chapter fifty-nine of this code and other applicable provisions thereof, and shall be collected by the Secretary of State and deposited in the general administrative fees account established by section two, article one, chapter fifty-nine of this code. The Secretary of State shall dedicate sufficient resources from that fund or other funds to provide the services required in this chapter.
(d) The Secretary of State shall keep a record of all processes, notices and demands served pursuant to this section and record the time of and the action taken regarding the service.
(e) This section does not affect the right to serve process, notice or demand in any manner otherwise provided by law.
(f) The amendments to this section enacted in 2008 are effective beginning on and after July 1, 2008.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-109. Change of Designated Office or Agent for Service of Process

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 the current designated office is to be changed, the address of the new designated office;
(4) The name and address of its current agent for service of process, if any;
(5) If the current agent for service of process or address of that agent is to be changed, the new address or the name and address of the new agent for service of process.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 1. General Provisions › §31B-1-110. Resignation of Agent for Service of Process

(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 office and another copy to the limited liability company at its principal office.
(c) An agency is terminated on the thirty-first day after the statement is filed in the office of the Secretary of State.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-404. Management of Limited Liability Company

(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 be decided by a majority of the members.
(b) In a manager-managed company:
(1) Each manager has equal rights in the management and conduct of the company's business;
(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 be exclusively decided by the manager or, if there is more than one manager, by a majority of the managers; and
(3) A manager:
(i) Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of the members; and
(ii) Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed.
(c) The only matters of a member or manager-managed company's business requiring the consent of all of the members are:
(1) The amendment of the operating agreement under section 1-103;
(2) The authorization or ratification of acts or transactions under section 1-103(b)(2)(ii) which would otherwise violate the duty of loyalty;
(3) An amendment to the articles of organization under section 2-204;
(4) The compromise of an obligation to make a contribution under section 4-402(b);
(5) The compromise, as among members, of an obligation of a member to make a contribution or return money or other property paid or distributed in violation of this chapter;
(6) The making of interim distributions under section 4-405(a), including the redemption of an interest;
(7) The admission of a new member;
(8) The use of the company's property to redeem an interest subject to a charging order;
(9) The consent to dissolve the company under section 8-801(b)(2);
(10) A waiver of the right to have the company's business wound up and the company terminated under section 8-802(b);
(11) The consent of members to merge with another entity under section 9-904(c)(1); and
(12) The sale, lease, exchange or other disposal of all, or substantially all, of the company's property with or without goodwill.
(d) Action requiring the consent of members or managers under this chapter may be taken or without a meeting.
(e) A member or manager may appoint a proxy to vote or otherwise act for the member or manager by signing an appointment instrument, either personally or by the member's or manager's attorney-in-fact.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-405. Sharing of and Right to Distributions

(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, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-406. Limitations on Distributions

(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 needed, if the company were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members whose preferential rights are superior to those receiving the distribution.
(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(c) Except as otherwise provided in subsection (e) of this section, the effect of a distribution under subsection (a) of this section is measured:
(1) In the case of distribution by purchase, redemption or other acquisition of a distributional interest in a limited liability company, as of the date money or other property is transferred or debt incurred by the company; and
(2) In all other cases, as of the date the:
(i) Distribution is authorized if the payment occurs within one hundred twenty days after the date of authorization; or
(ii) Payment is made if it occurs more than one hundred twenty days after the date of authorization.
(d) A limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.
(e) Indebtedness of a limited liability company, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of determinations under subsection (a) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to members could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-407. Liability for Unlawful Distributions

(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 of the distribution which exceeds the amount that could have been distributed without violating section 4-406, the articles of organization, or the operating agreement if it is established that the member or manager did not perform the member's or manager's duties in compliance with section 4-409.
(b) A member of a manager-managed limited liability company who knew a distribution was made in violation of section 4-406, the articles of organization, or the operating agreement is personally liable to the company, but only to the extent that the distribution received by the member exceeded the amount that could properly have been paid under section 4-406.
(c) A member or manager against whom an action is brought under this section may implead in the action all:
(1) Other members or managers who voted for or assented to the distribution in violation of subsection (a) of this section and may compel contribution from them; and
(2) Members who received a distribution in violation of subsection (b) of this section and may compel contribution from the member in the amount received in violation of subsection (b) of this section.
(d) A proceeding under this section is barred unless it is commenced within two years after the distribution.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-408. Member's Right to Information

(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 attorneys access for proper purposes to records pertaining to the period during which they were members. The right of access provides the opportunity to inspect and copy records during ordinary business hours. The company may impose a reasonable charge, limited to the costs of labor and material, for copies of records furnished.
(b) A limited liability company shall furnish to a member, and to the legal representative of a deceased member or member under legal disability:
(1) Without demand, information concerning the company's business or affairs reasonably required for the proper exercise of the member's rights and performance of the member's duties under the operating agreement or this chapter; and
(2) On demand, other information concerning the company's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
(c) A member has the right upon written demand given to the limited liability company to obtain at the company's expense a copy of any written operating agreement.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-409. General Standards of Member's and Manager's Conduct

(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 limited to the following:
(1) To account to the company and to hold as trustee for it any property, profit or benefit derived by the member in the conduct or winding up of the company's business or derived from a use by the member of the company's property, including the appropriation of a company's opportunity;
(2) To refrain from dealing with the company in the conduct or winding up of the company's business as or on behalf of a party having an interest adverse to the company; and
(3) To refrain from competing with the company in the conduct of the company's business before the dissolution of the company.
(c) A member's duty of care to a member-managed company and its other members in the conduct of and winding up of the company's business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
(d) A member shall discharge the duties to a member-managed company and its other members under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A member of a member-managed company does not violate a duty or obligation under this chapter or under the operating agreement merely because the member's conduct furthers the member's own interest.
(f) A member of a member-managed company may lend money to and transact other business with the company. As to each loan or transaction, the rights and obligations of the member are the same as those of a person who is not a member, subject to other applicable law.
(g) This section applies to a person winding up the limited liability company's business as the personal or legal representative of the last surviving member as if the person were a member.
(h) In a manager-managed company:
(1) A member who is not also a manager owes no duties to the company or to the other members solely by reason of being a member;
(2) A manager is held to the same standards of conduct prescribed for members in subsections (b) through (f) of this section;
(3) A member who pursuant to the operating agreement exercises some or all of the rights of a manager in the management and conduct of the company's business is held to the standards of conduct in subsections (b) through (f) of this section to the extent that the member exercises the managerial authority vested in a manager by this chapter; and
(4) A manager is relieved of liability imposed by law for violation of the standards prescribed by subsections (b) through (f) of this section to the extent of the managerial authority delegated to the members by the operating agreement.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-410. Actions by Members

(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 this chapter; and
(3) The rights and otherwise protect the interests of the member, including rights and interests arising independently of the member's relationship to the company.
(b) The accrual, and any time limited for the assertion, of a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 4. Relations of Members to Each Other and to Limited Liability Company › §31B-4-411. Continuation of Term Company After Expiration of Specified Term

(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-will company.
(b) If the members in a member-managed company or the managers in a manager-managed company continue the business without any winding up of the business of the company, it continues as an at-will company.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 5. Transferees and Creditors of Member › §31B-5-501. Member's Distributional Interest

(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) An operating agreement may provide that a distributional interest may be evidenced by a certificate of the interest issued by the limited liability company and, subject to section 5-503, may also provide for the transfer of any interest represented by the certificate.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 5. Transferees and Creditors of Member › §31B-5-502. Transfer of Distributional Interest

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.