Bill > SB670

Introduced Session

A BILL to amend and reenact §46-1-201, §59-1-2, and §59-1-2a of the Code of West Virginia, 1931, as amended; and to amend the code by adding a new article, designated §31B-14-101, §31B-14-102, §31B-14-103, §31B-14-104, §31B-14-105, §31B-14-106, §31B-14-107, §31B-14-108, §31B-14-201, §31B-14-202, §31B-14-203, §31B-14-204, §31B-14-205, §31B-14-206, §31B-14-301, §31B-14-302, §31B-14-303, §31B-14-304, §31B-14-305, §31B-14-401, §31B-14-402, §31B-14-403, §31B-14-404, §31B-14-501, §31B-14-502, §31B-14-503, §31B-14-601, §31B-14-602, §31B-14-603, §31B-14-604, §31B-14-605, §31B-14-606, §31B-14-607, §31B-14-608, §31B-14-701, §31B-14-702, §31B-14-703, and §31B-14-704, relating to the adoption of the Uniform Protected Series Act; providing citation; defining terms; creating series limited liability companies and protected series of series limited liability companies; detailing the powers, duties, responsibilities, and duration of a protected series of a series limited liability company; specifying the law that governs the internal affairs of protected series; detailing the effect and limitations of operating agreement; creating rules of statutory construction; creating procedures for establishing a protected series of a series limited liability company; specifying requirements for naming protected series; providing agency for entities; establishing the mechanism to serve a protected series of a series limited liability company and a foreign series limited liability company; requiring the Secretary of State to issue certificates of good standing upon request for protected series of a series limited liability company and foreign series limited liability companies; requiring series limited liability companies to provide an annual report; providing for procedures and limitations on associating assets and members with a protected series of a series limited liability company; providing for the transfer of a protected series distributional interest; establishing the rules for management of protected series of a series limited liability company; creating member’s right to information regarding the protected series of a series limited liability company; limiting the liability of protected series of a series limited liability company, series limited liability companies, members, transferees, and managers; providing circumstances where the liability limitation may be disregarded; applying provisions of the Uniform Limited Liability Company Act to judgment creditors; providing for the enforcement of judgments against series limited liability companies and protected series of a series limited liability company; providing for the events causing the dissolution of a protected series of a series limited liability company; providing procedures to wind up a dissolved protected series of a series limited liability company; establishing the effect of reinstating of a series limited liability company or the revocation of voluntary dissolution; limiting the ability for protected series of a series limited liability company and series limited companies authority regarding transactions and mergers; providing requirements for a series limited liability company to be a party to a merger, including a plan of merger and articles of merger; providing effect of a merger; specifying law governing a foreign series limited liability company; providing for the attribution of activities that establishes personal jurisdiction over foreign series limited liability companies and foreign protected series of a series limited liability company; providing for the registration requirements of foreign protected series of a foreign series limited liability company; establishing disclosure requirements when a foreign series limited liability company or foreign protected series becomes a party to a proceeding; establishing fees associated with series limited liability companies and protected series; and expanding the uniform commercial code definition of person to include a protected series.

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Committee Categories

Patrick Martin (R)*,  Vince Deeds (R),  Eric Tarr (R),  Jay Taylor (R),  Tom Willis (R), 

On 2nd reading (on 02/24/2026)

Official Document