The bill amends West Virginia Code §31B-8-810, which outlines the procedure for the administrative dissolution of limited liability companies (LLCs) by the Secretary of State. It clarifies that if the Secretary of State identifies grounds for dissolution, the company must be notified via certified mail. The company is then given 60 days 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 details the grounds and effective date of the dissolution. Additionally, if the Secretary of State has an email address for the company, electronic notice will also be sent.

The bill also specifies that an administratively dissolved company may 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 legislation aims to streamline the dissolution process while ensuring that companies are adequately informed and given a chance 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