WEST VIRGINIA LEGISLATURE
2024 REGULAR SESSION
Enrolled Senate Bill 262
By Senator Woodrum [Passed March 7, 2024; in effect 90 days from passage]
 Enr SB 262
1 AN ACT to amend and reenact §31D-14-1421 of the Code of West Virginia, 1931, as amended,
2 relating to clarifying the procedure for administrative dissolution of corporations by the
3 Secretary of State; and requiring Secretary of State to provide notice to corporations
4 subject to administrative dissolution.
Be it enacted by the Legislature of West Virginia:
ARTICLE 14. DISSOLUTION.
§31D-14-1421. Procedure for and effect of administrative dissolution.
1 (a) If the Secretary of State determines that one or more grounds exist under §31D-14-
2 1420 of this code for dissolving a corporation, the Secretary of State shall notify the corporation by
3 certified mail with written notice of the determination pursuant to §31D-5-504 of this code.
4 (b) If the corporation does not correct each ground for dissolution or demonstrate to the
5 reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of
6 State does not exist within 60 days after service of the notice is perfected under §31D-5-504 of this
7 code, the Secretary of State shall administratively dissolve the corporation by signing and filing a
8 certificate of dissolution that recites the ground or grounds for dissolution and its effective date.
9 (c) A corporation administratively dissolved continues its corporate existence but may not
10 carry on any business except that necessary to wind up and liquidate its business and affairs
11 under §31D-14-1405 of this code and notify claimants pursuant to §31D-14-1406 and §31D-14-
12 1407 of this code.
13 (d) The administrative dissolution of a corporation does not terminate the authority of its
14 registered agent.
1


Statutes affected:
Introduced Version: 31D-14-1421
Enrolled Version: 31D-14-1421