H. B. 3194
(By Delegates Ferro and Hamilton)
[Introduced March 18, 2009; referred to the
Committee on the Judiciary.]
A BILL to amend and reenact §31B-2-205 of the Code of West
Virginia, 1931, as amended, relating to creating criminal
penalties for knowingly filing materially false information on
behalf of a limited liability company or knowingly signing a
document on behalf of a limited liability company without the
appropriate authorization with the Secretary of State.
Be it enacted by the Legislature of West Virginia:
That §31B-2-205 of the Code of West Virginia, 1931, as
amended, be amended and reenacted to read as follows:
ARTICLE 2. ORGANIZATION.
§31B-2-205. Signing of records.
(a) Except as otherwise provided in this chapter, a record to
be filed by or on behalf of a limited liability company in the
office of the Secretary of State must be signed in the name of the
company by a:
(1) Manager of a manager-managed company;
(2) Member of a member-managed company;
(3) Person organizing the company, if the company has not been
(4) Fiduciary, if the company is in the hands of a receiver,
trustee or other court-appointed fiduciary.
(b) A record signed under subsection (a) of this section must
state adjacent to the signature the name and capacity of the
(c) Any person may sign a record to be filed under subsection
(a) of this section by an attorney-in-fact. Powers of attorney
relating to the signing of records to be filed under subsection (a)
of this section by an attorney-in-fact need not be filed in the
office of the Secretary of State as evidence of authority by the
person filing but must be retained by the company.
(d) Any person who signs a document to be filed on the behalf
of a limited liability company in the office of the Secretary of
State knowing that he or she does not have the authority to sign
that document or knowingly files a document containing false
information in any material respect is guilty of a misdemeanor and,
upon conviction thereof, shall be fined not more than $1,000 or
confined in jail not more than one year, or both fined and
NOTE: The purpose of this bill is to make it a misdemeanor to
knowingly file with the Secretary of State materially false
information or knowingly file a document on the behalf of a limited
liability company without the proper authorization.
Strike-throughs indicate language that would be stricken from
the present law, and underscoring indicates new language that would