Bill > SB522

This bill clarifies the administrative dissolution procedure for limited liability companies (LLCs) in West Virginia by specifying the steps the Secretary of State must take when dissolving an LLC. Under the bill, if the Secretary of State determines grounds for administrative dissolution exist, they must first send a certified mail notice to the LLC explaining the reasons for potential dissolution. The LLC then has 60 days to either correct the grounds for dissolution or demonstrate to the Secretary of State's satisfaction that the grounds do not exist. If the LLC fails to do so, the Secretary of State will administratively dissolve the company by signing and filing a dissolution certificate, which will also be electronically sent to the company if an email address is available. Importantly, an administratively dissolved LLC can continue to exist but is limited to winding up its business affairs, liquidating its assets, and notifying creditors. The bill also explicitly states that administrative dissolution does not terminate the company's agent for service of process. The law will go into effect 90 days after its passage, providing a clear and structured process for handling administrative dissolution of LLCs in the state.

Government Affairs

http://www.wvlegislature.gov/Bill_Status/Bills_history.cfm?input=522&year=2025&sessiontype=RS&btype=bill