§ 47-9A-4 — Application of laws relating to corporations; name of business trust or voluntary association; adoption and use of trade name and seal; amendment of declaration, articles or agreement; change of agent for service of process, trustees, and members; dissolution; filing

West Virginia § 47-9A-4

• Jurisdiction: West Virginia
• Ch. 47: REGULATION OF TRADE
• Art. 9A: VOLUNTARY ASSOCIATIONS AND BUSINESS TRUSTS

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(a) Unless otherwise specifically provided in this article, any business trust or voluntary association conducting business in this state is subject to the laws of this state with respect to corporations, including laws relating to license fees and all other taxes, to the extent such laws are applicable.

(b) The name of any business trust or voluntary association applying for registration shall meet the requirements for corporate names set forth in section four hundred one, article four, chapter thirty-one-d or section four hundred one, chapter thirty-one-e of this code, except that the name shall not contain the words "incorporated," "corporation," "limited," or any abbreviation of these terms.

(c) Any business trust or voluntary association may use a trade name upon complying with the provisions of section four, article eight, chapter forty-seven of this code. Any business trust or voluntary association may adopt and use a common seal.

(d) Upon the adoption of an amendment to the declaration, articles or agreement of trust of a business trust or the agreement of association of a voluntary association, the business trust or voluntary association shall file one executed original copy of the amendment, and may contain the notarized signature of at least one trustee of the business trust or at least one organizer or member of the voluntary association, with the office of the Secretary of State.

(e) Upon any change of trustees, organizers, members or other persons previously recorded as having authority to act on behalf of the business trust or voluntary association, or upon any change of the agent of the business trust or voluntary association for service of process, a business trust or voluntary association shall file notice of the change with the Secretary of State.

(f) Upon the determination of the majority of trustees of a business trust or a majority of members of a voluntary association that the business trust or voluntary association shall be dissolved; and after all debts, liabilities and obligations of the business trust or voluntary association have been paid and discharged, the business trust or voluntary association shall distribute all of the remaining assets of the business trust or voluntary association and file articles of dissolution with the Secretary of State in the manner provided for corporations in section one thousand four hundred three, article fourteen, chapter thirty-one-d, or section one thousand three hundred three, article thirteen, chapter thirty-one-e of this code. Upon verification by the appropriate state agencies that the business trust or voluntary association has paid all taxes, assessments and fees due to the state, the Secretary of State shall file it and deliver to the voluntary association or business trust or its representative a receipt for the record and the fees.

(g) A business trust or voluntary association organized outside the state and registered to do business within this state may withdraw from the state in the manner provided for corporations in section one thousand five hundred twenty, article fifteen, chapter thirty-one-d or section one thousand four hundred twenty, article fourteen, chapter thirty-one-e of this code.

(h) No document required to be filed by this section shall be filed with the Secretary of State unless the trustee of the business trust or the organizer or member of the voluntary association is currently authorized as such.

Legislative History

2003 Reg. Sess., HB3108; 1998 Reg. Sess., HB4453; 1947 Reg. Sess., SB172