The bill amends the procedure for the administrative dissolution of limited liability companies (LLCs) in West Virginia, specifically focusing on the role of the Secretary of State. It requires the Secretary of State to notify LLCs subject to administrative dissolution by sending a certified mail notice detailing the grounds for dissolution. If the LLC fails to rectify the issues or prove that the grounds for dissolution do not exist within 60 days of receiving the notice, the Secretary of State is mandated to file a certificate of dissolution, which will include the reasons for dissolution and its effective date. Additionally, if the Secretary of State has an email address for the company, an electronic notice along with the certificate will be sent.

The bill also clarifies that an administratively dissolved company can continue to exist but is limited to activities necessary for winding up and liquidating its business affairs. It emphasizes that the administrative dissolution does not terminate the authority of the company's agent for service of process. This legislative change aims to streamline the dissolution process while ensuring that companies are adequately informed and given a fair opportunity to address the grounds for dissolution.

Statutes affected:
Introduced Version: 31B-8-810
Committee Substitute: 31B-8-810
Enrolled Committee Substitute: 31B-8-810