Establishing common law corporate "veil piercing" claims not be used to impose personal liability regarding limited liability company
Impact
If enacted, SB112 will significantly alter the legal landscape regarding personal liability in West Virginia. By preventing members and managers of LLCs from being personally liable for the obligations of the company under common law, the legislation seeks to foster a more stable business environment, encouraging entrepreneurial ventures without the looming potential of personal financial loss due to the company's actions. This could potentially lead to an increase in LLC formations and entrepreneurial activity, benefiting the state’s economy as a whole.
Summary
Senate Bill 112 (SB112) aims to amend the Code of West Virginia to clarify that common law corporate veil piercing claims cannot be utilized to impose personal liability on a member or manager of a limited liability company (LLC). This legislation specifically targets the nullification of the Supreme Court of Appeals of West Virginia's decision in Joseph Kubican v. The Tavern, LLC, which previously allowed for this kind of personal liability under certain conditions. The intent of the bill is to further shield members of LLCs from personal accountability for the company's debts and obligations, thereby reinforcing the concept of limited liability that LLCs are built upon.
Sentiment
The sentiment around SB112 appears to be largely supportive among business advocates and those involved in entrepreneurship, who see it as a necessary measure to protect business owners from personal risk. However, there is significant concern from legal and public policy perspectives that such legislation might promote irresponsibility among business owners, as it could diminish accountability for wrongdoing, particularly in cases of personal misconduct linked to the LLC's operations.
Contention
Notable points of contention surrounding SB112 include debates on the balance between protecting business owners and ensuring accountability within the corporate structure. Critics might argue that as the law stands to shield LLC members, it could potentially encourage fraudulent activities or mismanagement without the fear of personal repercussions. Proponents maintain that the intent is to clarify the original purpose of LLCs, which was to limit personal risk, while opponents caution that it may dilute necessary checks on business practices.
To revise existing standards and establish the burden of proof imposed on civil litigants seeking to circumvent corporate structure in civil litigation
An Act Concerning The Use Of Veil Piercing To Determine The Personal Responsibility Of An Interest Holder Of A Domestic Entity For The Debts, Obligations Or Other Liabilities Of Such Entity And The Responsibility Of A Domestic Entity For The Debts, Obligations Or Other Liabilities Of An Interest Holder Of Such Entity.
To allow the exemption of the Auditor’s Office and the West Virginia Enterprise Resource Planning Board from the provisions of article three, chapter five-a of West Virginia Code at the Auditor’s and Enterprise Resource Planning Board’s discretion.