West Virginia § 31B-10-1003 Activities not constituting transacting business

West Virginia Statutes

§ 31B-10-1003 — Activities not constituting transacting business

West Virginia § 31B-10-1003

Ch. 31BUNIFORM LIMITED LIABILITY COMPANY ACT

Art. 10FOREIGN LIMITED LIABILITY COMPANIES

This text of West Virginia § 31B-10-1003 (Activities not constituting transacting business) is published on Counsel Stack Legal Research, covering West Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

W. Va. Code § 31B-10-1003 (2026).

Text

(a)Activities of a foreign limited liability company that do not constitute transacting business in this state within the meaning of this article include:

(1)Maintaining, defending or settling an action or proceeding;

(2)Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;

(3)Maintaining bank accounts;

(4)Maintaining offices or agencies for the transfer, exchange and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities;

(5)Selling through independent contractors;

(6)Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7)Creat

Free access — add to your briefcase to read the full text and ask questions with AI

(a) Activities of a foreign limited liability company that do not constitute transacting business in this state within the meaning of this article include:

(1) Maintaining, defending or settling an action or proceeding;

(2) Holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7) Creating or acquiring indebtedness, mortgages or security interests in real or personal property;

(8) Securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;

(9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner;

(10) Transacting business in interstate commerce;

(11) Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign limited liability company in another state; and

(12) Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia: Provided, That the foreign limited liability company does not produce goods, services or otherwise conduct business in the State of West Virginia.

(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this state.

(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under any other law of this state.