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Committee narrows notice requirement for dissolving LLCs and nonprofits; electronic notice adopted when email on file

March 04, 2025 | 2025 Legislature WV, West Virginia


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Committee narrows notice requirement for dissolving LLCs and nonprofits; electronic notice adopted when email on file
The Senate Committee on Government Organization voted to amend and report Senate Bill 522 (LLCs) and Senate Bill 525 (nonprofits), adopting an amendment that allows the Secretary of State to send an electronic notice of a certificate of dissolution when an email address for the entity is on file.

Committee counsel opened the discussion on SB 522, describing the bill as clarifying the procedure for administratively dissolving an LLC when statutory grounds are not remedied. Counsel said the bill was requested by the Secretary of State and that, under current law, the Secretary of State files and serves a certificate of dissolution; the bill eliminates an older requirement for a second in-person or certified-mail service that dated to 2002.

Dean Kersey, chief of staff for the Secretary of State, told the committee the office already uses electronic communication regularly and that sending an additional email would not be "cumbersome" if an email exists. Kersey said, "We don't have emails for 20 some percent of the entities that file with us" and that the office had studied costs and concluded the second certified mailing previously saved by eliminating the second mailing would be significant; he said certified mail "is $8.95 right now" and that earlier estimates of savings from removing the second mailing were "upwards of $35,000." Kersey explained the change is part of an administrative clean-up and that the Secretary of State's database already notifies entities earlier in the process.

Committee members asked whether there is any fee charged to a dissolved LLC (Kersey said "the company owes no money if we dissolve them" and that reinstatement within two years carries a fee and other requirements). Senators debated whether electronic notice should be permitted only when an email is on file; the junior senator from the fifteenth proposed and the committee adopted a conceptual amendment providing that the Secretary of State "shall send electronic notice to the company with a copy of the certificate of dissolution if the Secretary of State has an email address on file for the company." Counsel said the change will be incorporated into a committee substitute.

The committee then reported SB 522 as amended to the full Senate with the recommendation that it pass. The committee later adopted the same approach for SB 525, which mirrors SB 522 but applies to nonprofit corporations; the committee reported SB 525 as amended to the full Senate with the recommendation that it pass.

Why it matters: The bills reduce mailing costs and allow the Secretary of State to use email when available, while preserving a paper-based fallback for entities without emails. The committee emphasized administrative practicality and cost savings.

What was not changed: The underlying timeline for administrative dissolution (entities that do not file required annual reports for multiple years) and the statutory reinstatement window were discussed but not altered in committee.

Committee action: The committee adopted the electronic-notice amendment and reported both bills to the full Senate with recommendations to pass.

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