West Virginia Code 40-1A-14 – Application to and recognition of a foreign series organization
(a) In this section:
Terms Used In West Virginia Code 40-1A-14
- Debt: means liability on a claim. See West Virginia Code 40-1A-1
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organization: means a person other than an individual. See West Virginia Code 40-1A-1
- Person: means an individual, partnership, association, trust, business or nonprofit entity, public corporation, government or governmental subdivision or agency, business trust, estate, trust or any other legal or commercial entity. See West Virginia Code 40-1A-1
- Property: means anything that may be the subject of ownership. See West Virginia Code 40-1A-1
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See West Virginia Code 40-1A-1
- State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
“Protected series” means an arrangement, however denominated, created by a series organization that, pursuant to the law under which the series organization is organized, has the characteristics set forth in the definition of a series organization in § 40-1A-14 of this code.
“Series organization” means an organization that, pursuant to the law under which it is organized, has the following characteristics:
(A) The organic record of the organization provides for creation by the organization of one or more protected series, however denominated, with respect to specified property of the organization, and for records to be maintained for each protected series that identify the property of or associated with the protected series.
(B) Debt incurred or existing with respect to the activities of, or property of or associated with, a particular protected series is enforceable against the property of or associated with the protected series only, and not against the property of or associated with the organization or other protected series of the organization.
(C) Debt incurred or existing with respect to the activities or property of the organization is enforceable against the property of the organization only, and not against the property of or associated with a protected series of the organization.
(b) A series organization and each protected series of the organization is a separate person for purposes of this article even if for other purposes a protected series is not a person separate from the organization or other protected series of the organization.
(c) A series organization includes a foreign series limited liability company, or one or more protected series thereof, which is organized as a series organization under the laws of another state or jurisdiction, and shall be recognized as a foreign series limited liability company in this state pursuant to, and in compliance with the provisions of § 31B-10-1 et seq. of this code.