Signed by Governor Patrick Morrisey

Vote Smart's Synopsis:

Vote to concur with House amendments and pass a bill that establishes regulations for protected series' of LLCs and Decentralized Unincorporated Nonprofit Associations in West Virginia.

Highlights:

• Authorizes a Limited Liability Company (LLC) to create protected series with the following characteristics (Sec. 1):

• Each protected series is distinct from the main series LLC, and any other series;

• Debts and liabilities of one protected series do not affect the main LLC or other series, so long as record-keeping requirements are met;

• The name of a protected series must include the full name of the LLC and the phrase “Protected Series” or “PS”; and

• A protected series must be governed by the same operating agreement as the main LLC, but it may have its own associated members and managers.

• Establishes regulations for Decentralized Unincorporated Nonprofit Associations (DUNAs), including (Sec. 1):

• Specifying that a DUNA is a legal entity separate from its members;

• Requiring at least 100 members to be joined by mutual consent under an agreement for a common nonprofit purpose;

• Authorizing the use of distributed ledger technology, including blockchain, and smart contracts for governance and operations;

• Authorizing a DUNA to engage in profit-making activities, so long as any profits are used for the purpose of the nonprofit; and

• Specifying that an individual is not considered a liable agent of a DUNA simply by being a member.

Full Bill Text