reglab/statecodes huggingface dataset:
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 5. Transferees and Creditors of Member › §31B-5-503. Rights of Transferee

(a) A transferee of a distributional interest may become a member of a limited liability company if and to the extent that the transferor gives the transferee the right in accordance with authority described in the operating agreement or all other members consent.
(b) A transferee who has become a member, to the extent transferred, has the rights and powers, and is subject to the restrictions and liabilities, of a member under the operating agreement of a limited liability company and this chapter. A transferee who becomes a member also is liable for the transferor member's obligations to make contributions under section 4-402 and for obligations under section 4-407 to return unlawful distributions, but the transferee is not obligated for the transferor member's liabilities unknown to the transferee at the time the transferee becomes a member.
(c) Whether or not a transferee of a distributional interest becomes a member under subsection (a) of this section, the transferor is not released from liability to the limited liability company under the operating agreement or this chapter.
(d) A transferee who does not become a member is not entitled to participate in the management or conduct of the limited liability company's business, require access to information concerning the company's transactions or inspect or copy any of the company's records.
(e) A transferee who does not become a member is entitled to:
(1) Receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(2) Receive, upon dissolution and winding up of the limited liability company's business:
(i) In accordance with the transfer, the net amount otherwise distributable to the transferor;
(ii) A statement of account only from the date of the latest statement of account agreed to by all the members;
(3) Seek under section 8-801(b)(6) a judicial determination that it is equitable to dissolve and wind up the company's business.
(f) A limited liability company need not give effect to a transfer until it has notice of the transfer.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 5. Transferees and Creditors of Member › §31B-5-504. Rights of Creditor

(a) On application by a judgment creditor of a member of a limited liability company or of a member's transferee, a court having jurisdiction may charge the distributional interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor and make all other orders, directions, accounts and inquiries the judgment debtor might have made or which the circumstances may require to give effect to the charging order.
(b) A charging order constitutes a lien on the judgment debtor's distributional interest. The court may order a foreclosure of a lien on a distributional interest subject to the charging order at any time. A purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, a distributional interest in a limited liability company which is charged may be redeemed:
(1) By the judgment debtor;
(2) With property other than the company's property, by one or more of the other members; or
(3) With the company's property, but only if permitted by the operating agreement.
(d) This chapter does not affect a member's right under exemption laws with respect to the member's distributional interest in a limited liability company.
(e) This section provides the exclusive remedy by which a judgment creditor of a member or a transferee may satisfy a judgment out of the judgment debtor's distributional interest in a limited liability company.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 6. Member's Dissociation › §31B-6-602. Member's Power to Dissociate; Wrongful Dissociation

(a) Unless otherwise provided in the operating agreement, a member has the power to dissociate from a limited liability company at any time, rightfully or wrongfully, by express will pursuant to section 6-601(1).
(b) If the operating agreement has not eliminated a member's power to dissociate, the member's dissociation from a limited liability company is wrongful only if:
(1) It is in breach of an express provision of the agreement; or
(2) Before the expiration of the specified term of a term company:
(i) The member withdraws by express will;
(ii) The member is expelled by judicial determination under section 6-601(6);
(iii) The member is dissociated by becoming a debtor in bankruptcy; or
(iv) In the case of a member who is not an individual, trust other than a business trust, or estate, the member is expelled or otherwise dissociated because it willfully dissolved or terminated its existence.
(c) A member who wrongfully dissociates from a limited liability company is liable to the company and to the other members for damages caused by the dissociation. The liability is in addition to any other obligation of the member to the company or to the other members.
(d) If a limited liability company does not dissolve and wind up its business as a result of a member's wrongful dissociation under subsection (b) of this section, damages sustained by the company for the wrongful dissociation must be offset against distributions otherwise due the member after the dissociation.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 6. Member's Dissociation › §31B-6-603. Effect of Member's Dissociation

(a) If under section 8-801 a member's dissociation from a limited liability company results in a dissolution and winding up of the company's business, article eight of this chapter applies. If a member's dissociation from the company does not result in a dissolution and winding up of the company's business under section 8-801:
(1) In an at-will company, the company must cause the dissociated member's distributional interest to be purchased under article seven of this chapter; and
(2) In a term company:
(i) If the company dissolves and winds up its business on or before the expiration of its specified term, article eight of this chapter applies to determine the dissociated member's rights to distributions; and
(ii) If the company does not dissolve and wind up its business on or before the expiration of its specified term, the company must cause the dissociated member's distributional interest to be purchased under article seven of this chapter on the date of the expiration of the term specified at the time of the member's dissociation.
(b) Upon a member's dissociation from a limited liability company:
(1) The member's right to participate in the management and conduct of the company's business terminates, except as otherwise provided in section 8-803, and the member ceases to be a member and is treated the same as a transferee of a member;
(2) The member's duty of loyalty under section 4-409(b)(3) terminates; and
(3) The member's duty of loyalty under section 4-409(b)(1) and (2) and duty of care under section 4-409(c) continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the company's business pursuant to section 8-803.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 7. Member's Dissociation When Business Not Wound Up › §31B-7-701. Company Purchase of Distributional Interest

(a) A limited liability company shall purchase a distributional interest of a:
(1) Member of an at-will company for its fair value determined as of the date of the member's dissociation if the member's dissociation does not result in a dissolution and winding up of the company's business under section 8-801; or
(2) Member of a term company for its fair value determined as of the date of the expiration of the specified term that existed on the date of the member's dissociation if the expiration of the specified term does not result in a dissolution and winding up of the company's business under section 8-801.
(b) A limited liability company must deliver a purchase offer to the dissociated member whose distributional interest is entitled to be purchased not later than thirty days after the date determined under subsection (a) of this section. The purchase offer must be accompanied by:
(1) A statement of the company's assets and liabilities as of the date determined under subsection (a) of this section;
(2) The latest available balance sheet and income statement, if any; and
(3) An explanation of how the estimated amount of the payment was calculated.
(c) If the price and other terms of a purchase of a distributional interest are fixed or are to be determined by the operating agreement, the price and terms so fixed or determined govern the purchase unless the purchaser defaults. If a default occurs, the dissociated member is entitled to commence a proceeding to have the company dissolved under section 8-801(b)(5)(iv).
(d) If an agreement to purchase the distributional interest is not made within one hundred twenty days after the date determined under subsection (a) of this section, the dissociated member, within another one hundred twenty days, may commence a proceeding against the limited liability company to enforce the purchase. The company at its expense shall notify in writing all of the remaining members, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.
(e) The court shall determine the fair value of the distributional interest in accordance with the standards set forth in section 7-702 together with the terms for the purchase. Upon making these determinations, the court shall order the limited liability company to purchase or cause the purchase of the interest.
(f) Damages for wrongful dissociation under section 6-602(b), and all other amounts owing, whether or not currently due, from the dissociated member to a limited liability company, must be offset against the purchase price.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 7. Member's Dissociation When Business Not Wound Up › §31B-7-702. Court Action to Determine Fair Value of Distributional Interest

(a) In an action brought to determine the fair value of a distributional interest in a limited liability company, the court shall:
(1) Determine the fair value of the interest, considering among other relevant evidence the going concern value of the company, any agreement among some or all of the members fixing the price or specifying a formula for determining value of distributional interests for any purpose, the recommendations of any appraiser appointed by the court, and any legal constraints on the company's ability to purchase the interest;
(2) Specify the terms of the purchase, including, if appropriate, terms for installment payments, subordination of the purchase obligation to the rights of the company's other creditors, security for a deferred purchase price and a covenant not to compete or other restriction on a dissociated member; and
(3) Require the dissociated member to deliver an assignment of the interest to the purchaser upon receipt of the purchase price or the first installment of the purchase price.
(b) After the dissociated member delivers the assignment, the dissociated member has no further claim against the company, its members, officers or managers, if any, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the company or the remaining members that is not terminated by the court.
(c) If the purchase is not completed in accordance with the specified terms, the company is to be dissolved upon application under section 8-801(b)(5)(iv). If a limited liability company is so dissolved, the dissociated member has the same rights and priorities in the company's assets as if the sale had not been ordered.
(d) If the court finds that a party to the proceeding acted arbitrarily, vexatiously or not in good faith, it may award one or more other parties their reasonable expenses, including attorney's fees and the expenses of appraisers or other experts, incurred in the proceeding. The finding may be based on the company's failure to make an offer to pay or to comply with section 7-701(b).
(e) Interest must be paid on the amount awarded from the fair market value determined under section 7-701(a) to the date of payment.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 7. Member's Dissociation When Business Not Wound Up › §31B-7-703. Dissociated Member's Power to Bind Limited Liability Company

For two years after a member dissociates without the dissociation resulting in a dissolution and winding up of a limited liability company's business, the company, including a surviving company under article nine of this chapter, is bound by an act of the dissociated member which would have bound the company under section 3-301 before dissociation only if at the time of entering into the transaction the other party:
(1) Reasonably believed that the dissociated member was then a member;
(2) Did not have notice of the member's dissociation; and
(3) Is not deemed to have had notice under section 7-704.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 7. Member's Dissociation When Business Not Wound Up › §31B-7-704. Statement of Dissociation

(a) A dissociated member or a limited liability company may file in the office of the Secretary of State a statement of dissociation stating the name of the company and that the member is dissociated from the company.
(b) For the purposes of sections 3-301 and 7-703, a person not a member is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-802. Limited Liability Company Continues After Dissolution

(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.
(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:
(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and
(2) The rights of a third party accruing under section 8-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-803. Right to Wind Up Limited Liability Company's Business

(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.
(b) A legal representative of the last surviving member may wind up a limited liability company's business.
(c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 8-806, settle disputes by mediation or arbitration and perform other necessary acts.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-804. Member's or Manager's Power and Liability as Agent After Dissolution

(a) A limited liability company is bound by a member's or manager's act after dissolution that:
(1) Is appropriate for winding up the company's business; or
(2) Would have bound the company under section 3-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.
(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-805. Articles of Termination

(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating:
(1) The name of the company;
(2) The date of the dissolution; and
(3) That the company's business has been wound up and the legal existence of the company has been terminated.
(b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-806. Distribution of Assets in Winding Up Limited Liability Company's Business

(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.
(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-807. Known Claims Against Dissolved Limited Liability Company

(a) A dissolved limited liability company may dispose of the known claims against it by following the procedure described in this section.
(b) A dissolved limited liability company shall notify its known claimants in writing of the dissolution. The notice must:
(1) Specify the information required to be included in a claim;
(2) Provide a mailing address where the claim is to be sent;
(3) State the deadline for receipt of the claim, which may not be less than one hundred twenty days after the date the written notice is received by the claimant; and
(4) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met, and:
(1) The claim is not received by the specified deadline; or
(2) In the case of a claim that is timely received but rejected by the dissolved company, the claimant does not commence a proceeding to enforce the claim within ninety days after the receipt of the notice of the rejection.
(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.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-808. Other Claims Against Dissolved Limited Liability Company

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice must:
(1) Be published at least once in a newspaper of general circulation in the county in which the dissolved limited liability company's principal office is located or, if none in this state, in which its designated office is or was last located;
(2) Describe the information required to be contained in a claim and provide a mailing address where the claim is to be sent; and
(3) State that a claim against the limited liability company is barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.
(c) If a dissolved limited liability company publishes a 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 company within five years after the publication date of the notice:
(1) A claimant who did not receive written notice under section 8-807;
(2) A claimant whose claim was timely sent to the dissolved company 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 not barred under this section may be enforced:
(1) Against the dissolved limited liability company, to the extent of its undistributed assets; or
(2) If the assets have been distributed in liquidation, against a member of the dissolved company to the extent of the member's proportionate share of the claim or the company's assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-809. Grounds for Administrative Dissolution

(a) The Secretary of State may commence a proceeding to administratively dissolve a limited liability company if:
(1) The company fails to pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due;
(2) The company fails to deliver its annual report to the Secretary of State within 60 days after it is due;
(3) 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 company;
(4) The company is in default with the Bureau of Employment Programs as provided in 21A-2-6 of this code; or
(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the company pursuant to this chapter.
(b) A limited liability company 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 31B-8-811 of this code or appeal the Secretary of States denial of reinstatement pursuant to the procedure in 31B-8-812 of this code.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-810. Procedure for and Effect of Administrative Dissolution

(a) If the Secretary of State determines that a ground exists for administratively dissolving a limited liability company, the Secretary of State shall enter a record of the determination and serve the company with a copy of the record.
(b) If the company 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, the Secretary of State shall administratively dissolve the company by signing a certification of the dissolution that recites the ground for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve the company with a copy of the certificate.
(c) A company administratively dissolved continues its existence but may carry on only business necessary to wind up and liquidate its business and affairs under section 8-802 and to notify claimants under sections 8-807 and 8-808.
(d) The administrative dissolution of a company does not terminate the authority of its agent for service of process.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-811. Reinstatement Following Administrative Dissolution

(a) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:
(1) Recite the name of the company and the effective date of its administrative dissolution;
(2) State that the ground for dissolution either did not exist or have been eliminated;
(3) State that the company's name satisfies the requirements of section 1-105; and
(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the company 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, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the company may resume its business as if the administrative dissolution had never occurred.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 8. Winding Up Company's Business › §31B-8-812. Appeal From Denial of Reinstatement

(a) If the Secretary of State denies a limited liability company's application for reinstatement following administrative dissolution, the Secretary of State shall serve the company with a record that explains the reason or reasons for denial.
(b) The company may appeal the denial of reinstatement to the circuit court within thirty days after service of the notice of denial is perfected. The company appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the company's application for reinstatement and the Secretary of State's notice of denial.
(c) The court may summarily order the Secretary of State to reinstate the dissolved company or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 9. Conversions and Mergers › §31B-9-901. Definitions

In this article:
(1) "Corporation" means a corporation under chapter thirty-one of this code, a predecessor law, or comparable law of another jurisdiction.
(2) "General partner" means a partner in a partnership and a general partner in a limited partnership.
(3) "Limited partner" means a limited partner in a limited partnership.
(4) "Limited partnership" means a limited partnership created under article nine, chapter forty-seven of this code, a predecessor law, or comparable law of another jurisdiction.
(5) "Partner" includes a general partner and a limited partner.
(6) "Partnership" means a general partnership under chapter forty-seven-b of this code, a predecessor law, or comparable law of another jurisdiction.
(7) "Partnership agreement" means an agreement among the partners concerning the partnership or limited partnership.
(8) "Shareholder" means a shareholder in a corporation.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 9. Conversions and Mergers › §31B-9-902. Conversion of Partnership or Limited Partnership to Limited Liability Company

(a) A partnership or limited partnership may be converted to a limited liability company pursuant to this section.
(b) The terms and conditions of a conversion of a partnership or limited partnership to a limited liability company must be approved by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement.
(c) An agreement of conversion must set forth the terms and conditions of the conversion of the interests of partners of a partnership or of a limited partnership, as the case may be, into interests in the converted limited liability company or the cash or other consideration to be paid or delivered as a result of the conversion of the interests of the partners, or a combination thereof.
(d) After a conversion is approved under subsection (b) of this section, the partnership or limited partnership shall file articles of organization in the office of the Secretary of State which satisfy the requirements of section 2-203 and contain:
(1) A statement that the partnership or limited partnership was converted to a limited liability company from a partnership or limited partnership, as the case may be;
(2) Its former name;
(3) A statement of the number of votes cast by the partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under subsection (b) of this section; and
(4) In the case of a limited partnership, a statement that the certificate of limited partnership is to be canceled as of the date the conversion took effect.
(e) In the case of a limited partnership, the filing of articles of organization under subsection (d) of this section cancels its certificate of limited partnership as of the date the conversion took effect.
(f) A conversion takes effect when the articles of organization are filed in the office of the Secretary of State or at any later date specified in the articles of organization.
(g) A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect.
(h) A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion takes effect.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 9. Conversions and Mergers › §31B-9-903. Effect of Conversion; Entity Unchanged

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(1) All property owned by the converting partnership or limited partnership vests in the limited liability company;
(2) All debts, liabilities and other obligations of the converting partnership or limited partnership continue as obligations of the limited liability company;
(3) An action or proceeding pending by or against the converting partnership or limited partnership may be continued as if the conversion had not occurred;
(4) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting partnership or limited partnership vest in the limited liability company; and
(5) Except as otherwise provided in the agreement of conversion under section 9-902(c), all of the partners of the converting partnership continue as members of the limited liability company.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 9. Conversions and Mergers › §31B-9-904. Merger of Entities; Confirmation of Title to Real Estate Required

(a) Pursuant to a plan of merger approved under subsection (c) of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships or other domestic or foreign entities.
(b) A plan of merger must set forth:
(1) The name of each entity that is a party to the merger;
(2) The name of the surviving entity into which the other entities will merge;
(3) The type of organization of the surviving entity;
(4) The terms and conditions of the merger;
(5) The manner and basis for converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property, in whole or in part; and
(6) The street address of the surviving entity's principal place of business.
(c) A plan of merger must be approved:
(1) In the case of a limited liability company that is a party to the merger, by all of the members or by a number or percentage of members specified in the operating agreement;
(2) In the case of a foreign limited liability company that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the foreign limited liability company is organized;
(3) In the case of a partnership or domestic limited partnership that is a party to the merger, by the vote required for approval of a conversion under section 9-902(b); and
(4) In the case of any other entities that are parties to the merger, by the vote required for approval of a merger by the law of this state or of the state or foreign jurisdiction in which the entity is organized and, in the absence of such a requirement, by all the owners of interests in the entity.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger is effective upon the filing of the articles of merger with the Secretary of State, or at such later date as the articles may provide.
(f) Irrespective of whether the surviving limited liability company is to be governed by the laws of this state or by the laws of any other state, any constituent limited liability company thereof owning or holding real estate in this state shall further evidence title thereto in the surviving limited liability company by executing and acknowledging for record a confirmatory deed or deeds to the respective parcels of real estate, which deed or deeds shall be recorded in the office of the clerk of the county commission of the respective counties in which such real estate is situate; and such deed or deeds shall recite as the consideration therefor the said merger and shall be deemed confirmatory of the title of such real estate in the surviving limited liability company.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 9. Conversions and Mergers › §31B-9-905. Articles of Merger

(a) After approval of the plan of merger under section 9-904(c), unless the merger is abandoned under section 9-904(d), articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the Secretary of State for filing. The articles must set forth:
(1) The name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger;
(2) For each limited liability company that is to merge, the date its articles of organization were filed with the Secretary of State;
(3) That a plan of merger has been approved and signed by each limited liability company and other entity that is to merge;
(4) The name and address of the surviving limited liability company or other surviving entity;
(5) The effective date of the merger;
(6) If a limited liability company is the surviving entity, such changes in its articles of organization as are necessary by reason of the merger;
(7) If a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed by the Secretary of State or, if an application has not been filed, a statement to that effect; and
(8) If the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process in this state and is subject to liability in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this state which is to merge, and for the enforcement, as provided in this chapter, of the right of members of any limited liability company to receive payment for their interest against the surviving entity.
(b) If a foreign limited liability company is the surviving entity of a merger, it may not do business in this state until an application for that authority is filed with the Secretary of State.
(c) The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge.
(d) Articles of merger operate as an amendment to the limited liability company's articles of organization.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 9. Conversions and Mergers › §31B-9-906. Effect of Merger

(a) When a merger takes effect:
(1) The separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates;
(2) All property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving entity;
(3) All debts, liabilities and other obligations of each limited liability company and other entity that is party to the merger become the obligations of the surviving entity;
(4) An action or proceeding pending by or against a limited liability company or other party to a merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding; and
(5) Except as prohibited by other law, all the rights, privileges, immunities, powers and purposes of every limited liability company and other entity that is a party to a merger become vested in the surviving entity.
(b) The Secretary of State is an agent for service of process in an action or proceeding against the surviving foreign entity to enforce an obligation of any party to a merger if the surviving foreign entity fails to appoint or maintain an agent designated for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the designated office. Upon receipt of process, the Secretary of State shall send a copy of the process by registered or certified mail, return receipt requested, to the surviving entity at the address set forth in the articles of merger. Service is effected under this subsection at the earliest of:
(1) The date the company receives the process, notice or demand;
(2) The date shown on the return receipt, if signed on behalf of the company; or
(3) Five days after its deposit in the mail, if mailed postpaid and correctly addressed.
(c) A member of the surviving limited liability company is liable for all obligations of a party to the merger for which the member was personally liable before the merger.
(d) Unless otherwise agreed, a merger of a limited liability company that is not the surviving entity in the merger does not require the limited liability company to wind up its business under this chapter or pay its liabilities and distribute its assets pursuant to this chapter.
(e) Articles of merger serve as articles of dissolution for a limited liability company that is not the surviving entity in the merger.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 10. Foreign Limited Liability Companies › §31B-10-1001. Law Governing Foreign Limited Liability Companies

(a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of its managers, members and their transferees.
(b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is organized and the laws of this state.
(c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 10. Foreign Limited Liability Companies › §31B-10-1002. Application for Certificate of Authority

(a) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing, together with the fee prescribed by section two, article one, chapter fifty-nine of this code.
The application shall set forth:
(1) The name of the foreign company or, if its name is unavailable for use in this state, a name that satisfies the requirements of section 10-1005 of this article;
(2) The name of the state or country under whose law it is organized;
(3) The mailing address of its principal office;
(4) The name and address of each member having authority to execute instruments on behalf of the limited liability company;
(5) The address of its initial designated office in this state, if any;
(6) The name and address of its initial agent for service of process in this state, if any;
(7) Whether the duration of the company is for a specified term and, if so, the period specified;
(8) Whether the company is manager-managed and, if so, the name and address of each initial manager;
(9) Whether the members of the company are to be liable for its debts and obligations under a provision similar to section 3-303( c);
(10) The purpose or purposes for which the limited liability company is organized; and
(11) An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.
(b) A foreign limited liability company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the Secretary of State or other official having custody of company records in the state or country under whose law it is organized.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 10. Foreign Limited Liability Companies › §31B-10-1003. Activities Not Constituting Transacting Business

(a) Activities of a foreign limited liability company that do not constitute transacting business in this state within the meaning of this article include:
(1) Maintaining, defending or settling an action or proceeding;
(2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, mortgages or security interests in real or personal property;
(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;
(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner;
(10) Transacting business in interstate commerce;
(11) Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign limited liability company in another state; and
(12) Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia: Provided, That the foreign limited liability company does not produce goods, services or otherwise conduct business in the State of West Virginia.
(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under any other law of this state.
2023 West Virginia Code › Chapter 31B. Uniform Limited Liability Company Act › Article 10. Foreign Limited Liability Companies › §31B-10-1004. Issuance of Certificate of Authority

Unless the Secretary of State determines that an application for a certificate of authority fails to comply as to form with the filing requirements of this chapter, the Secretary of State, upon payment of all filing fees, shall file the application and send a receipt for it and the fees to the limited liability company or its representative.