{"data":{"id":"us-wv/w.-va.-code-31b-14-105","jurisdiction":"us-wv","citation":"W. Va. Code § 31B-14-105","heading":"Governing law.","body":"The law of this state governs:\n(1) The internal affairs of a protected series of a series limited liability company, including:\n(A) Relations among any associated members of the protected series;\n(B) Relations among the protected series and:\n(i) Any associated member;\n(ii) The protected-series manager; or\n(iii) Any protected-series transferee;\n(C) Relations between any associated member and:\n(i) The protected-series manager; or\n(ii) Any protected-series transferee;\n(D) The rights and duties of a protected-series manager;\n(E) Governance decisions affecting the activities and affairs of the protected series and the conduct of those activities and affairs; and\n(F) Procedures and conditions for becoming an associated member or protected-series transferee;\n(2) The relations between a protected series of a series limited liability company and each of the following:\n(A) The company;\n(B) Another protected series of the company;\n(C) A member of the company which is not an associated member of the protected series;\n(D) A protected-series manager that is not a protected-series manager of the protected series; and\n(E) A protected-series transferee that is not a protected-series transferee of the protected series;\n(3) The liability of a person for a debt, obligation, or other liability of a protected series of a series limited liability company if the debt, obligation, or liability is asserted solely by reason of the person being or acting as:\n(A) An associated member, protected-series transferee, or protected-series manager of the protected series;\n(B) A member of the company which is not an associated member of the protected series;\n(C) A protected-series manager that is not a protected-series manager of the protected series;\n(D) A protected-series transferee that is not a protected-series transferee of the protected series;\n(E) A manager of the company; or\n(F) A transferee of a distributional interest of the company;\n(4) The liability of a series limited liability company for a debt, obligation, or other liability of a protected series of the company if the debt, obligation, or liability is asserted solely by reason of the company:\n(A) Having delivered to the Secretary of State for filing under §31B-14-201(b) a protected series designation pertaining to the protected series or under §31B-14-201(d) or §31B-14-202(c) a statement of designation change pertaining to the protected series;\n(B) Being or acting as a protected-series manager of the protected series;\n(C) Having the protected series be or act as a manager of the company; or\n(D) Owning a protected-series distributional interest of the protected series; and\n(5) The liability of a protected series of a series limited liability company for a debt, obligation, or other liability of the company or of another protected series of the company if the debt, obligation, or liability is asserted solely by reason of:\n(A) The protected series:\n(i) Being a protected series of the company or having as a protected-series manager the company or another protected series of the company; or\n(ii) Being or acting as a protected-series manager of another protected series of the company or a manager of the company; or\n(B) The company owning a protected-series distributional interest of the protected series.","path":["CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.","ARTICLE 14. UNIFORM PROTECTED SERIES ACT."],"source_url":"https://code.wvlegislature.gov/31B-14-105/","current_through":"as of 2026-08-03; contains at least the enactments of the 2026 Regular Session","vintage":"","retrieved_at":"2026-09-06T00:28:01Z","sha256":"0fe4ec90b194284cc106123d18846aa5ef893032e52960b90037cca3d7ef15c5","source_id":"us-wv","stale":true,"prev":"us-wv/w.-va.-code-31b-14-104","next":"us-wv/w.-va.-code-31b-14-106"},"notice":"GroundRules: Original legal text. Not legal advice."}