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Introduced Version House Bill 2553 History

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hb2553 intr
H. B. 2553


          (By Delegates Morgan, Stephens, Diserio, Jones,
           Paxton, M. Smith, Staggers, Hartman and Lynch)
          [Introduced February 20, 2013; referred to the
          Committee on Government Organization then the Judiciary.]



A BILL to amend and reenact §31B-8-809 of the Code of West Virginia, 1931, as amended; to amend and reenact §31D-14-1420 of said code; to amend and reenact §31D-15-1530 of said code; to amend and reenact §31E-13-1320 of said code; and to amend and reenact §31E-14-1430 of said code, all relating to authorizing the Secretary of State to administratively dissolve certain business entities; authorizing dissolution if that business entity incorporator's professional license has been revoked and that license is necessary for the continued operation of the company; and authorizing dissolution if that business entity is in default with the Bureau of Employment Programs.
Be it enacted by the Legislature of West Virginia:
     That §31B-8-809 of the Code of West Virginia, 1931, as amended, be amended and reenacted; that §31D-14-1420 of said code be amended and reenacted; that §31D-15-1530 of said code be amended and reenacted; that §31E-13-1320 of said code be amended and reenacted; and that §31E-14-1430 of said code be amended and reenacted, all to read as follows:
CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
ARTICLE 8. WINDING UP COMPANY'S BUSINESS.
§31B-8-809. Grounds for administrative dissolution.

     The Secretary of State may commence a proceeding to administratively dissolve a limited liability company administratively if: the company does not:
     (1) Pay The company fails to pay any fees, taxes or penalties imposed by this chapter or other law within sixty days after they are due;
     (2) Deliver The company fails to deliver its annual report to the Secretary of State within sixty days after it is due;
     (3) The professional license of one or more of the incorporators is revoked by a professional licensing board and the license is required for the continued operation of the company; or
_____(4) The company is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.
CHAPTER 31D. WEST VIRGINIA BUSINESS CORPORATION ACT.
ARTICLE 14. DISSOLUTION.
PART II. ADMINISTRATIVE DISSOLUTION.
§31D-14-1420. Grounds for administrative dissolution.

     The Secretary of State may commence a proceeding under section one thousand four hundred twenty-one of this article to administratively dissolve a corporation if:
     (1) The corporation does not pay within sixty days after they are due any franchise taxes or penalties imposed by this chapter or other law;
     (2) The corporation does not notify the Secretary of State within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued; or
     (3) The corporation's period of duration stated in its articles of incorporation expires;
_____(4) The professional license of one or more of the incorporators is revoked by a professional licensing board and the license is required for the continued operation of the corporation; or
_____(5) The corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.
ARTICLE 15. FOREIGN CORPORATIONS.
PART III. REVOCATION OF CERTIFICATE OF AUTHORITY.
§31D-15-1530. Grounds for revocation.

     The Secretary of State may commence a proceeding under section one thousand five hundred thirty-one of this article to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
     (1) The foreign corporation does not pay within sixty days after they are due any franchise taxes or penalties imposed by this chapter or other law;
     (2) The foreign corporation does not inform the Secretary of State under section one thousand five hundred eight or one thousand five hundred nine of this article that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued within sixty days of the change, resignation or discontinuance;
     (3) An incorporator, director, officer or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
     (4) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;
_____(5)
The professional license of one or more of the incorporators is revoked by a professional licensing board and the license is required for the continued operation of the foreign corporation; or
_____(6) The foreign corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.
CHAPTER 31E. WEST VIRGINIA NONPROFIT CORPORATION ACT.
ARTICLE 13. DISSOLUTION.
PART II. ADMINISTRATIVE DISSOLUTION.
§31E-13-1320. Grounds for administrative dissolution.
     The Secretary of State may commence a proceeding under section one thousand three hundred twenty-one of this article to administratively dissolve a corporation if:
     (1) The corporation does not pay within sixty days after they are due any franchise taxes or penalties imposed by this chapter or other law;
     (2) The corporation does not notify the Secretary of State within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or
     (3) The corporation's period of duration stated in its articles of incorporation expires;
_____(4) The professional license of one or more of the incorporators is revoked by a professional licensing board and the license is required for the continued operation of the nonprofit entity; or
_____(5) The corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.

ARTICLE 14. FOREIGN CORPORATIONS.
PART III. REVOCATION OF CERTIFICATE OF AUTHORITY.
§31E-14-1430. Grounds for revocation.

     The Secretary of State may commence a proceeding under section one thousand four hundred thirty-one of this article to revoke the certificate of authority of a foreign corporation authorized to conduct activities in this state if:
     (1) The foreign corporation does not pay within sixty days after they are due any franchise taxes or penalties imposed by this chapter or other law;
     (2) The foreign corporation does not inform the Secretary of State under sections one thousand four hundred eight or one thousand four hundred nine of this article that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within sixty days of the change, resignation, or discontinuance;
     (3) An incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing; or
     (4) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;
     (5)
The professional license of one or more of the incorporators is revoked by a professional licensing board and the license is required for the continued operation of the corporation; or
_____(6) The foreign corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code
.



     NOTE: The purpose of this bill is to permit the Secretary of State to dissolve a limited liability company, a corporation, a nonprofit corporation or a foreign corporation corporate entity if a necessary professional license has been revoked or the entity is in default with the Bureau of Employment Programs.


     Strike-throughs indicate language that would be stricken from the present law, and underscoring indicates new language that would be added.
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