{"data":{"id":"us-wv/w.-va.-code-31b-14-701","jurisdiction":"us-wv","citation":"W. Va. Code § 31B-14-701","heading":"Governing law.","body":"The law of the jurisdiction of formation of a foreign series limited liability company governs:\n(1) The internal affairs of a foreign protected series of the company, including:\n(A) Relations among any associated members of the foreign protected series;\n(B) Relations between the foreign 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:\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 foreign 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) Relations between the foreign protected series and:\n(A) The company;\n(B) Another foreign protected series of the company;\n(C) A member of the company which is not an associated member of the foreign protected series;\n(D) A foreign protected-series manager that is not a protected-series manager of the protected series;\n(E) A foreign protected-series transferee that is not a foreign protected-series transferee of the protected series; and\n(F) A transferee of a distributional interest of the company;\n(3) Except as otherwise provided in §31B-14-402 of this code and §31B-14-404 of this code, the liability of a person for a debt, obligation, or other liability of a foreign protected series of a foreign 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 foreign protected series;\n(B) A member of the company which is not an associated member of the foreign protected series;\n(C) A protected-series manager of another foreign protected series of the company;\n(D) A protected-series transferee of another foreign protected series of the company;\n(E) A manager of the company; or\n(F) A transferee of a distributional interest of the company; and\n(4) Except as otherwise provided in §31B-14-402 and §31B-14-404 of this code:\n(A) The liability of the foreign series limited liability company for a debt, obligation, or other liability of a foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series being a foreign protected series of the company or the company:\n(i) Being or acting as a foreign protected-series manager of the foreign protected series;\n(ii) Having the foreign protected series manage the company; or\n(iii) Owning a protected-series distributional interest of the foreign protected series; and\n(B) The liability of a foreign protected series for a debt, obligation, or other liability of the company or another foreign protected series of the company if the debt, obligation, or liability is asserted solely by reason of the foreign protected series:\n(i) Being a foreign protected series of the company or having the company or another foreign protected series of the company be or act as foreign protected-series manager of the foreign protected series; or\n(ii) Managing the company or being or acting as a foreign protected-series manager of another foreign protected series of the company.","path":["CHAPTER 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.","ARTICLE 14. UNIFORM PROTECTED SERIES ACT."],"source_url":"https://code.wvlegislature.gov/31B-14-701/","current_through":"as of 2026-08-03; contains at least the enactments of the 2026 Regular Session","vintage":"","retrieved_at":"2026-09-06T00:28:02Z","sha256":"a7c8ae3d100254dcb699fb067f14a2517ee42a91bbb8de3f0a1791596f3ea576","source_id":"us-wv","stale":true,"prev":"us-wv/w.-va.-code-31b-14-608","next":"us-wv/w.-va.-code-31b-14-702"},"notice":"GroundRules: Original legal text. Not legal advice."}