West Virginia § 31B-10-1008 Effect of failure to obtain certificate of authority

West Virginia Statutes

§ 31B-10-1008 — Effect of failure to obtain certificate of authority

West Virginia § 31B-10-1008

Ch. 31BUNIFORM LIMITED LIABILITY COMPANY ACT

Art. 10FOREIGN LIMITED LIABILITY COMPANIES

This text of West Virginia § 31B-10-1008 (Effect of failure to obtain certificate of authority) 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-10-1008 (2026).

Text

(a)A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

(b)The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.

(c)Limitations on personal liability of managers, members and their transferees are not waived solely by transacting business in this state without a certificate of authority.

(d)If a foreign limited liability company transacts business in this state without a certificate of authority, it appoi

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(a) A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.

(c) Limitations on personal liability of managers, members and their transferees are not waived solely by transacting business in this state without a certificate of authority.

(d) If a foreign limited liability company transacts business in this state without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims for relief arising out of the transaction of business in this state.