West Virginia § 31B-8-802 Limited liability company continues after dissolution

West Virginia Statutes

§ 31B-8-802 — Limited liability company continues after dissolution

West Virginia § 31B-8-802

Ch. 31BUNIFORM LIMITED LIABILITY COMPANY ACT

Art. 8WINDING UP COMPANY'S BUSINESS

This text of West Virginia § 31B-8-802 (Limited liability company continues after dissolution) 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-8-802 (2026).

Text

(a)Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.

(b)At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1)The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2)The rights of a third party accruing under section 8-

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(a) Subject to subsection (b) of this section, a limited liability company continues after dissolution only for the purpose of winding up its business.

(b) At any time after the dissolution of a limited liability company and before the winding up of its business is completed, the members, including a dissociated member whose dissociation caused the dissolution, may unanimously waive the right to have the company's business wound up and the company terminated. In that case:

(1) The limited liability company resumes carrying on its business as if dissolution had never occurred and any liability incurred by the company or a member after the dissolution and before the waiver is determined as if the dissolution had never occurred; and

(2) The rights of a third party accruing under section 8-804(a) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver are not adversely affected.