West Virginia § 31B-2-208 Certificate of existence or authorization

West Virginia Statutes

§ 31B-2-208 — Certificate of existence or authorization

West Virginia § 31B-2-208

Ch. 31BUNIFORM LIMITED LIABILITY COMPANY ACT

Art. 2ORGANIZATION

This text of West Virginia § 31B-2-208 (Certificate of existence or authorization) 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-2-208 (2026).

Text

(a)A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company.

(b)A certificate of existence for a limited liability company must set forth:

(1)The company's name;

(2)That it is duly organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified;

(3)If payment is reflected in the records of the Secretary of State and if nonpayment affects the existence of the company, that all fees, taxes and penalties owed to this state have been paid;

(4)Whether its most recent annual report required by section 2-211 has been filed with the Secretary of State;

(5)Th

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(a) A person may request the Secretary of State to furnish a certificate of existence for a limited liability company or a certificate of authorization for a foreign limited liability company.

(b) A certificate of existence for a limited liability company must set forth:

(1) The company's name;

(2) That it is duly organized under the laws of this state, the date of organization, whether its duration is at-will or for a specified term, and, if the latter, the period specified;

(3) If payment is reflected in the records of the Secretary of State and if nonpayment affects the existence of the company, that all fees, taxes and penalties owed to this state have been paid;

(4) Whether its most recent annual report required by section 2-211 has been filed with the Secretary of State;

(5) That articles of termination have not been filed; and

(6) Other facts of record in the office of the Secretary of State which may be requested by the applicant.

(c) A certificate of authorization for a foreign limited liability company must set forth:

(1) The company's name used in this state;

(2) That it is authorized to transact business in this state;

(3) If payment is reflected in the records of the Secretary of State and nonpayment affects the authorization of the company that all fees, taxes and penalties owed to this state have been paid;

(4) Whether its most recent annual report required by section 2-211 has been filed with the Secretary of State;

(5) That a certificate of cancellation has not been filed; and

(6) Other facts of record in the office of the Secretary of State which may be requested by the applicant.

(d) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.