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Introduced Version House Bill 3194 History

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hb3194 intr
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 formed; or

(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 signer.

(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 confined.




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 be added.
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