Protected and Registered Series LLC Formation Requirements in West Virginia

At a glance

Requirements one by one

Approval and public designation

Under W. Va. Code § 31B-14-201(a)-(c), all members affirmatively vote or consent, and the LLC signs and files a designation naming the company and the protected series. The series exists when the designation takes effect. The record's effective time follows § 31B-2-206(c). The operating agreement governs internal series affairs within § 31B-14-106(a) and § 31B-14-107(15).

Name and asset records

Under § 31B-14-202(a)-(b), the name starts with the complete parent LLC name and includes “Protected Series,” “protected series,” “P.S.,” or “PS.” Section 31B-14-301(b)-(c) requires company and series records identifying each associated asset, its acquisition, and interentity consideration. Section 31B-14-301(d)-(e) permits flexible record methods, but § 31B-14-301(e) bars titling an associated asset in the other entity's name.

Liability and ending a series

Section 31B-14-401(b) allocates debts to the company or series that incurs them, subject to its stated exception and the agreement's permitted ability to reduce the limitation under § 31B-14-107(15). Section 31B-14-501 names the dissolution events. Under § 31B-14-502(c), the company may file a designation cancellation after the series has dissolved and completed winding up. A parent-name change requires a separate designation-change filing for each protected series under § 31B-14-202(c).

What trips people up

The associated-asset test in § 31B-14-301 asks whether records let a disinterested person identify the asset and its acquisition. The limitation in § 31B-14-401(b) states a statutory allocation; it does not decide a particular creditor's claim or the § 31B-14-404 enforcement issue.

Common questions

Is a protected series distinct from the LLC? Yes. Section 31B-14-103 treats the series as a separate person from the company and its other series, subject to the section's stated qualifications.

Must the company file a dissolution statement before cancelling a designation? Section 31B-14-502(c) authorizes a cancellation after dissolution and winding up; it does not state a separate mandatory series-dissolution filing.

Statutes and sources

• W. Va. Code § 31B-14-101: “This act may be cited as the Uniform Protected Series Act.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-103: “A protected series of a series limited liability company is a person distinct from: (1) The company, subject to §31B-14-104(c), §31B-14-501(1), and §31B-14-502(d); (2) Another protected series of the company;” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-106(a): “Except as otherwise provided in this section and subject to §31B-14-107 and §31B-14-108, the operating agreement of a series limited liability company governs: (1) The internal affairs of a protected series” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-107(15): “§31B-14-401, except to decrease or eliminate a limitation of liability stated in §31B-14-401;” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-201(a): “With the affirmative vote or consent of all members of a limited liability company, the company may establish a protected series.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-201(b)-(c): “To establish a protected series, a limited liability company shall deliver to the Secretary of State for filing a protected series designation, signed by the company, stating the name of the company and the name of the protected series to be established. A protected series is established when the protected series designation takes effect under §31B-2-206 of this code.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-201(d): “To amend a protected series designation, a series limited liability company shall deliver to the Secretary of State for filing a statement of designation change, signed by the company, that changes the name of the company, the name of the protected series to which the designation applies, or both.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-202(b): “The name of a protected series of a series limited liability company must: (1) Begin with the name of the company, including any word or abbreviation required by §31B-1-105(a) of this code; and (2) Contain the phrase "Protected Series" or "protected series" or the abbreviation "P.S." or "PS".” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-202(a): “Except as otherwise provided in subsection (b) of this section, the name of a protected series must comply with §31B-1-105 of this code.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-202(c): “If a series limited liability company changes its name, the company shall deliver to the Secretary of State for filing a statement of designation change for each of the company’s protected series, changing the name of each protected series to comply with §31B-14-202 of this code.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-301(b): “An asset of a protected series of a series limited liability company is an associated asset of the protected series only if the protected series creates and maintains records that state the name of the protected series and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-301(b): “(1) Identify the asset and distinguish it from any other asset of the protected series, any asset of the company, and any asset of any other protected series of the company; (2) Determine when and from what person the protected series acquired the asset or how the asset otherwise became an asset of the protected series; and (3) If the protected series acquired the asset from the company or another protected series of the company, determine any consideration paid, the payor, and the payee.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-301(c): “An asset of a series limited liability company is an associated asset of the company only if the company creates and maintains records that state the name of the company and describe the asset with sufficient specificity to permit a disinterested, reasonable individual to:” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-301(c): “(1) Identify the asset and distinguish it from any other asset of the company and any asset of any protected series of the company; (2) Determine when and from what person the company acquired the asset or how the asset otherwise became an asset of the company; and (3) If the company acquired the asset from a protected series of the company, determine any consideration paid, the payor, and the payee.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-301(d): “The records and recordkeeping required by subsections (b) and (c) of this section may be organized by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any asset, or in any other reasonable manner.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-301(e): “(1) A protected series may not hold an associated asset in the name of the company or another protected series of the company; and (2) The company may not hold an associated asset in the name of a protected series of the company.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-401(b): “Subject to §31B-14-404, the following rules apply: (1) A debt, obligation, or other liability of a series limited liability company is solely the debt, obligation, or liability of the company. (2) A debt, obligation, or other liability of a protected series is solely the debt, obligation, or liability of the protected series.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-401(b)(3): “A series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of a protected series of the company solely by reason of the protected series being a protected series of the company” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-401(b)(4): “A protected series of a series limited liability company is not liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company or another protected series of the company solely by reason of:” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-501: “A protected series of a series limited liability company is dissolved, and its activities and affairs must be wound up on the: (1) Dissolution of the company; (2) Occurrence of an event or circumstance the operating agreement states causes dissolution of the protected series; (3) Affirmative vote or consent of all members;” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-14-502(c): “At any time after dissolution and winding up, the company may terminate a series by filing with the Secretary of State a statement of designation cancellation stating the name of the company and the protected series and that the protected series is terminated.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).
• W. Va. Code § 31B-2-206(c): “a record accepted for filing by the Secretary of State is effective: (1) At the time of filing on the date it is filed, as evidenced by the Secretary of State's date and time endorsement on the original record; or (2) At the time specified in the record as its effective time on the date it is filed.” https://code.wvlegislature.gov/email/31B/ (accessed 2026-09-27).