Adopting Uniform Protected Series Act
SB670 adopts the Uniform Protected Series Act and creates a new legal framework in West Virginia for series limited liability companies and their protected series. The bill allows an LLC to establish one or more protected series, each treated as a distinct legal person for many purposes, with its own assets, liabilities, management structure, and ability to sue or be sued. It sets out how a protected series is formed, named, managed, dissolved, merged, and reinstated, and it establishes rules for recordkeeping, service of process, certificates of good standing, annual reporting, and treatment of foreign series LLCs doing business in the state.
The bill also adds a separate new article recognizing decentralized unincorporated nonprofit associations, a structure intended for large, member-driven nonprofit groups that may use distributed ledger technology, smart contracts, and other digital governance tools. It defines how these associations are formed, governed, and dissolved; permits them to hold property, appoint agents for service of process, merge with other entities, and convert to or from existing unincorporated nonprofit associations; and limits member and administrator liability. In addition, the bill amends Secretary of State fee provisions and annual report rules to account for protected series filings and related certificates, and it updates the Uniform Commercial Code definition of “person” to include a protected series.
SB670 substantially expands West Virginia business entity law by recognizing series limited liability companies and protected series as separate legal entities for internal governance, liability protection, and filing purposes. It amends Chapter 31B to add detailed statutory rules on asset segregation, member and manager rights, creditor remedies, foreign series registration, and merger restrictions, while also revising Chapter 46 to include protected series in the UCC definition of person. The bill further amends Chapter 59 to set filing fees and annual report requirements for protected series and to adjust Secretary of State administration of business entity records and certificates. It also creates a new Chapter 36 article for decentralized unincorporated nonprofit associations, giving them legal status, property-holding authority, procedural rules, and governance options using digital ledger technology.
The recorded vote history shows strong, unanimous support for the bill in both chambers: it passed the Senate 32-0, the House 91-0, and then received unanimous Senate concurrence on House amendments. The absence of recorded opposition suggests broad bipartisan agreement on modernizing business entity law and creating a statutory home for newer organizational forms. No committee transcripts were provided, so the available record indicates consensus rather than active public controversy.
No formal contention is reflected in the provided voting record, and there are no committee transcript excerpts showing debate. Based on the bill’s contents, the most likely areas of legal sensitivity are the liability-segregation rules for protected series, the restrictions on mergers and conversions involving protected series, and the use of distributed ledger technology and smart contracts in nonprofit governance. The bill also imposes new filing, reporting, and disclosure obligations on foreign series LLCs and nonprofit associations, which could raise administrative or compliance concerns for affected entities, but none of those concerns are documented in the supplied materials.