Senate Bill 488 History
Senate Bill No. 488
(By Senators Chafin, Jenkins, McCabe, Foster, Deem, Kessler,
Minard, White, Fanning, Oliverio, Caruth and Guills)
[Introduced March 9, 2005; referred to the Committee
on the Judiciary.]
Be it enacted by the Legislature of West Virginia
A BILL to amend the Code of West Virginia, 1931, as amended, by
adding thereto a new section, designated §
to permitting the conversion of a domestic
corporation to a domestic limited liability company.
That the Code of West Virginia, 1931, as amended, be amended
by adding thereto a new section, designated §
, to read
ARTICLE 11. MERGERS AND SHARE EXCHANGES.
§31D-11-1109. Conversion of a domestic corporation to a domestic
limited liability company.
(a) A corporation of this state may convert to a limited
liability company in accordance with this section.
(b) The Board of Directors of the corporation which desires to
convert under this section shall adopt a plan of conversion approving the conversion and recommending the approval of the
conversion by the shareholders of the corporation. Such resolution
shall be submitted to the shareholders of the corporation at an
annual or special meeting. The corporation must notify each
shareholder, whether or not entitled to vote, of the meeting of
shareholders at which the plan of conversion is to be submitted for
approval. At the meeting, the plan of conversion shall be
considered and a vote taken for its adoption or rejection.
Approval of the plan of conversion requires the approval of all of
the shareholders, whether or not entitled to vote.
(c) After a plan of conversion is approved pursuant to
subsection (b) of this section, the corporation shall file with the
office of the Secretary of State articles of conversion which
satisfy the requirements for articles of organization under section
two hundred three, article two, chapter thirty-one-b of this code
and which set forth:
(1) The name of the corporation and if it has been changed,
the name under which it was originally incorporated;
(2) The date of filing of its original articles of
incorporation with the office of the Secretary of State;
(3) The name of the limited liability company into which the
corporation shall be converted; and
(4) That the conversion has been approved in accordance with
the provisions of this section.
(d) Upon the filing of articles of conversion in accordance
with subsection (c) of this section and payment to the Secretary of
State of all fees prescribed, the Secretary of State shall issue a
certificate of conversion. Such certificate of the Secretary of
State shall be prima facie evidence of the conversion of the
(e) A conversion takes effect when the articles of conversion
are filed in the office of the Secretary of State or at any later
date specified in the articles of conversion.
(f) The conversion of a corporation pursuant to articles of
conversion under this section shall not be deemed to affect any
obligations or liabilities of the corporation incurred prior to the
conversion or the personal liability of any person incurred prior
to the conversion.
(g) After the time the certificate of conversion becomes
effective the corporation shall continue to exist as a limited
liability company and the laws of this state shall apply to the
entity to the same extent as prior to that time.
(h) Unless otherwise provided in the plan of conversion
adopted in accordance with this section, the converting corporation
shall not be required to wind up its affairs or pay its liabilities
and distribute its assets and the conversion shall not constitute
a dissolution of the corporation and shall constitute a
continuation of the existence of the converting corporation in the form of a limited liability company of this state.
(i) When a corporation has been converted to a limited
liability corporation pursuant to this section, the limited
liability company shall, for all purposes of the laws of this
state, be deemed to be the same entity as the converting
corporation and all of the rights, privileges and powers of the
corporation that has been converted, and all property, real,
personal and mixed, and all debts due to the corporation, as well
as all other things and causes of action belonging to the
corporation, shall remain vested in the limited liability company
to which the corporation has been converted and shall be the
property of the limited liability company and the title to any real
property vested by deed or otherwise in the corporation shall not
revert or in any way be impaired by reason of this chapter; but all
rights of creditors and all liens upon the property of the
corporation shall be preserved unimpaired and all debts,
liabilities and duties of the corporation that has been converted
shall remain attached to the limited liability company to which the
corporation has been converted and may be enforced against it to
the same extent as if said debts, liabilities and duties had
originally been incurred or contracted by it in its capacity as a
limited liability company. The rights, privileges, powers and
interests in property of the corporation, as well as the debts,
liabilities and duties of the corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the
limited liability company to which the corporation has been
converted for any purpose of the laws of this state.
(NOTE: The purpose of this bill is to permit domestic
corporations to convert into domestic limited liability companies.
This section is new; therefore, strike-throughs and
underscoring have been omitted.)