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 mandates that if the Secretary of State identifies grounds for dissolution, the company must be notified via certified mail. The company is then given a 60-day period to rectify the issues or prove that the grounds for dissolution do not exist. If the company fails to do so, the Secretary of State will proceed with the administrative dissolution by filing a certificate that outlines the reasons for dissolution and its effective date. Additionally, if an email address is on file, the Secretary of State is required to send an electronic notice along with the certificate.

The bill also clarifies that an administratively dissolved company can continue to exist but is limited to activities necessary for winding up its business and notifying claimants. Importantly, 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 any issues before dissolution occurs.

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