SB6 SFAT Takubo #1 3-11

Schindzielorz  7892

Senator Takubo moved to amend the bill by striking out the title and substituting therefor a new title, to read as follows:

Eng. Com. Sub. for Senate Bill 6—A Bill to amend and reenact §31B-3-303 of the Code of West Virginia, 1931, as amended, relating to the applicability of “corporate veil piercing” analysis to impose personal liability on a member or manager of a limited liability company; clarifying that members or managers of a limited liability company are not personally liable for fines, fees, or penalties individually assessed against another member or manager for unrelated acts; establishing the intent and policy of the Legislature to modify the applicability of “corporate veil piercing” analysis adopted in Joseph Kubican v. The Tavern, LLC, 232 W.Va. 268, 752 S.E.2d 299 (2013) with respect to certain claims against a limited liability company; clarifying circumstances in which members of a limited liability company may be held liable in their capacity as members for debts, obligations, or liabilities of the company; establishing criteria required for court to apply “corporate veil piercing analysis” in certain claims asserted against a limited liability company; providing for liability of non-human members of a limited liability company under doctrine of joint enterprise liability; providing for liability of a member of a limited liability company as a tortfeasor; authorizing a creditor of a limited liability company to seek “clawback” from a member of limited liability company under certain circumstances; and defining terms.

Adopted

Rejected