On Apr. 24, 2025, WV LEG reported governor approved SB 522, effective Jul. 2, 2025.
On Apr. 8, WV LEG passed bill on dissolving limited liability companies.
WV LEG passed SB 522 which aims to clarify procedure for administrative dissolution of Limited Liability Companies (LLC) by Secretary of State (SOS), and requiring notice.
Amended WV Code,WV LEG 31B-8-810 (procedure for administrative dissolution).
Administrative Dissolution
If the SOS determines that grounds exist to administratively dissolve an LLC, SOS will notify the company by certified mail with written notice of determination to dissolve.
If company does not correct each ground for dissolution or demonstrate that grounds did not exist within 60 days, SOS will dissolve the company by filing such certificate.
SOS will send electronic notice to the company with copy of certificate of dissolution.
A company administratively dissolved may carry on only business necessary to wind up and liquidate its business and affairs under the Code as well as to notify claimants.
Administrative dissolution does not terminate authority of agent for service of process.
Legislative History
On Feb. 19, 2025, bill introduced in Senate; on Mar. 11, 2025, bill passed in Senate.
On Mar. 12, 2025, bill delivered to House; on Apr. 3, 2025, bill was passed in House.
On Apr. 4, 2025, bill returned to Senate; on Apr. 8, 2025, bill delivered to governor.
Effectiveness
Bill passed on Apr. 3, 2025 and will be in effect 90 days from passage, on Jul. 2, 2025.
Apr. 2025 WV LEG Governor Approval
On Apr. 24, 2025, WV LEG reported governor approved SB 522, effective Jul. 2, 2025.
Regulators
WV LEG
Entity Types
Corp
Reference
Act, 4/24/2025; Bill SB522, 4/8/2025; Citation: WV LEG 31B-8-810;
Functions
Compliance; Legal; Operations; Record Retention; Reporting
