The proposed bill seeks to amend the Code of West Virginia by introducing the Uniform Protected Series Act, which establishes a comprehensive framework for the creation and management of series limited liability companies (LLCs) and their protected series. Key provisions include defining the legal identity of protected series, allowing them to sue and be sued independently of the parent LLC, and detailing the powers and responsibilities of associated members, managers, and transferees. The bill mandates the filing of a protected series designation with the Secretary of State, outlines naming conventions, and specifies the requirements for serving legal documents. Additionally, it requires series LLCs to provide annual reports and sets forth rules regarding management structures, liability limitations, and the dissolution processes for protected series.

The legislation also clarifies the rights and liabilities associated with protected series, ensuring that individuals are not held liable for the debts of a protected series solely due to their association. It establishes guidelines for mergers involving protected series, including compliance with existing laws and the effects of such mergers on debts and obligations. Furthermore, the bill addresses the treatment of foreign protected series, outlining registration requirements and jurisdictional clarifications. Overall, the Uniform Protected Series Act aims to enhance the legal framework governing series LLCs in West Virginia, promoting clarity, efficiency, and uniformity in their operation across states that adopt similar legislation.

Statutes affected:
Introduced Version: 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, 31B-14-704, 31B-14-801