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LIMITED LIABILITY COMPANY DISSOLUTION PACKAGE STATE OF WEST VIRGINIA Electronic Version STATUTORY REFERENCE West Virginia Code – Chapter 31B – Uniform Limited Liability Company Act Article 8 – Winding Up a Company’s BusinessSELECTIONS FROM STATUTES §31B-8-801. Events causing dissolution and winding up of company's business…(b) A limited liability company is dissolved, and its business must be wound up, upon the occurrence of any of the following events:(1) An event specified in the operating agreement;(2) Consent of the number or percentage of members specified in the operating agreement;(3) Dissociation of a member who is also a manager or, if none, a member of an at-will company, and dissociation of a member who is also a manager or, if none, a member of a term company but only if the dissociation was for a reason provided in section 6-601(7) through (11) and occurred before the expiration of the specified term, but the company is not dissolved and required to be wound up by reason of the dissociation if:(i) Within ninety days after the dissociation, the business of the company is continued by the agreement of:(A) The remaining members that would be entitled to receive a majority of any distributions that would be made to them assuming the business of the company were dissolved and wound up on the date of the dissociation; and(B) The remaining members that would be entitled to receive a majority of any future distributions that would be made to them assuming the business of the company were continued after the date of the dissociation; or(ii) The business of the company is continued under a right to continue stated in the operating agreement;(4) An event that makes it unlawful for all or substantially all of the business of the company to be continued, but any cure of illegality within ninety days after notice to the company of the event is effective retroactively to the date of the event for purposes of this section;(5) On application by a member or a dissociated member, upon entry of a judicial decree that:(i) The economic purpose of the company is likely to be unreasonably frustrated;(ii) Another member has engaged in conduct relating to the company's business that makes it not reasonably practicable to carry on the company's business with that member; (iii) It is not otherwise reasonably practicable to carry on the company's business in conformity with the articles of organization and the operating agreement;(iv) The company failed to purchase the petitioner's distributional interest as required by section 7-701; or(v) The managers or members in control of the company have acted, are acting or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioner;(6) On application by a transferee of a member's interest, a judicial determination that it is equitable to wind up the company's business:(i) After the expiration of the specified term, if the company was for a specified term at the time the applicant became a transferee by member dissociation, transfer or entry of a charging order that gave rise to the transfer; or(ii) At any time, if the company was at will at the time the applicant became a transferee by member dissociation, transfer or entry of a charging order that gave rise to the transfer.§31B-8-802. Limited liability company continues after dissolution(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business. …§31B-8-803. Right to wind up limited liability company's business(a) After dissolution, a member who has not wrongfully dissociated may participate in winding up a limited liability company's business, but on application of any member, member's legal representative or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.(b) A legal representative of the last surviving member may wind up a limited liability company's business.(c) A person winding up a limited liability company's business may preserve the company's business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the company's business, dispose of and transfer the company's property, discharge the company's liabilities, distribute the assets of the company pursuant to section 8-806, settle disputes by mediation or arbitration and perform other necessary acts.§31B-8-804. Member's or manager's power and liability as agent after dissolution(a) A limited liability company is bound by a member's or manager's act after dissolution that:(1) Is appropriate for winding up the company's business; or(2) Would have bound the company under section 3-301 before dissolution, if the other party to the transaction did not have notice of the dissolution.(b) A member or manager who, with knowledge of the dissolution, subjects a limited liability company to liability by an act that is not appropriate for winding up the company's business is liable to the company for any damage caused to the company arising from the liability.§31B-8-805. Articles of termination(a) At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the secretary of state articles of termination stating:(1) The name of the company;(2) The date of the dissolution; and(3) That the company's business has been wound up and the legal existence of the company has been terminated.(b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination. §31B-8-806. Distribution of assets in winding up limited liability company's business(a) In winding up a limited liability company's business, the assets of the company must be applied to discharge its obligations to creditors, including members who are creditors. Any surplus must be applied to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (b) of this section.(b) Each member is entitled to a distribution upon the winding up of the limited liability company's business consisting of a return of all contributions which have not previously been returned and a distribution of any remainder in equal shares. INSTRUCTIONS This package is designed to dissolve a West Virginia limited liability company (LLC). The package, however, can only handle voluntary LLC dissolution. Judicial (court-supervised/court- ordered) dissolution is not covered by this package. Likewise, dissolution caused by merger with another entity is not covered by this package. Download the form and follow the instructions included. Remember to enclose your filing fee. ARTICLES OF TERMINATION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/WV/WV-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. ~ Thank you for using USFL ~