DAVIS, Justice:

This action presents this Court with a certified question from the Circuit Court of Harrison County asking whether "West Virginia's version of the Uniform Limited liability Company Act, codified at W.Va. Code § 31B[-1-101] et seq., afford[s] complete protection to members of a limited liability company against a plaintiff seeking to pierce the corporate veil?" After considering the parties' briefs, their oral arguments and the relevant law, we answer this certified question in the negative.

I.

FACTUAL AND PROCEDURAL HISTORY

Following an altercation that allegedly took place at Bubba's Bar and Grill in Bridgeport, West Virginia, on February 7, 2011, petitioner Joseph Kubican, who is the plaintiff below (hereinafter "Mr. Kubican"), filed a complaint, on May 27, 2011, naming as defendants Bubba's Bar and Grill and Harry Wiseman.1 The complaint asserted three counts against Bubba's Bar and Grill: (1) negligence; (2) negligent training and supervision of bar staff and security personnel; and (3) gross negligence, willful, wanton and reckless misconduct. Mr. Kubican subsequently learned that Bubba's Bar and Grill was a fictitious name used for business purposes by the respondent, The Tavern, LLC (hereinafter "The Tavern"). Additionally, Mr. Kubican learned that James Paugh and Lawson Mangum were the only members of The Tavern. Following the exchange of written discovery and the deposition of Lawson Mangum pursuant to Rule 30(b)(7) of the West Virginia Rules of Civil Procedure, Mr. Kubican sought leave to amend his complaint.2 The purpose of the proposed amended complaint was to: (1) utilize the proper company name; (2) add as defendants the individual members of The Tavern, James Paugh and Lawson Mangum (hereinafter "Paugh and Mangum"); and (3) assert a veil piercing count against Paugh and Mangum. The proposed amended complaint also reasserted the three negligence counts against the business entity that had been included in the original complaint.3

The proposed amended complaint's veil piercing count against Paugh and Mangum alleged that Paugh and Mangum: (1) as the only members of The Tavern, exercised full control over the company and actively participated in its management; (2) held themselves out to others as the owners of The Tavern d/b/a Bubba's Bar and Grill; (3) held themselves out as personally responsible for the debts of the company; (4) commingled personal funds with those of the company; (5) used the company to conduct personal business; (6) used the company as a conduit to procure business and services for related entities; (7) failed to adhere to legal formalities necessary to maintain limited liability company status; (8) diverted the company's assets to their own benefit and use; (9) failed to maintain records of the company's corporate and business activities; (10) failed to insure the company and left it grossly undercapitalized for the reasonable risks of owning and operating a bar; and (11) operated the company as a mere alter ego of themselves. Based upon these allegations, Mr. Kubican asserted that the circuit court was entitled to disregard the corporate fiction and hold Paugh and Mangum personally liable for the debts of The Tavern.

Defendant, The Tavern, filed a response to Mr. Kubican's motion to amend the complaint resisting the same and arguing that the sole purpose for adding Paugh and Mangum as defendants was to pierce the veil of their West Virginia limited liability company (hereinafter "LLC"), which, according to The Tavern, is prohibited by West Virginia law. Relying on W.Va. Code § 31B-3-303 (1996) (Repl. Vol. 2006),4 The Tavern argued that members of an LLC are not personally liable for any debt, obligation or liability of the company solely by reason of being or acting as a member or manager. The Tavern pointed out that Count 6 of the amended complaint, titled "Veil Piercing," was the only count purporting to assert a claim against Paugh and Mangum. Thus, no allegations of wrongdoing on the part of Paugh and Mangum have been asserted by Mr. Kubican. Rather, according to The Tavern, the claims are based solely on Paugh's and Mangum's status as members and/or managers of the LLC. Thus, The Tavern argued, the circuit court should refuse the motion to amend the complaint.

Mr. Kubican filed a reply to The Tavern's response to his motion to amend his complaint. In his reply, Mr. Kubican challenged the defendant's interpretation of cases it cited in support of its argument that members of an LLC may not be held liable for any debt, obligation or liability of the company. According to Mr. Kubican, none of the cases cited by The Tavern stood for the proposition asserted by the defendant. In addition, Mr. Kubican noted that, on November 1, 2011, the West Virginia Secretary of State issued a "Certificate of Administrative Dissolution" certifying that The Tavern had failed to file its annual report and/or pay the annual report fee as required by West Virginia law. Finally, Mr. Kubican filed a supplemental reply in support of his motion to amend his complaint wherein he presented the circuit court with copies of The Tavern's banking records. Mr. Kubican argued that the banking records established that The Tavern was a sham company insofar as the records demonstrated that, throughout The Tavern's existence, company funds were being used to purchase personal items, including chiropractic services, and to pay for numerous purchases at various restaurants. Mr. Kubican further asserted that, although Bubba's Bar & Grill was purportedly closed in June 2011, and The Tavern has also ceased to exist, use of The Tavern's credit card and bank account have not stopped. Mr. Kubican stated that subpoenaed bank records showed the accounts were still in use in February 2012, the most recent records he could obtain by subpoena.5 According to Mr. Kubican, those records indicated that in February 2012 more than 115 transactions were made using the company checking account at locations such as grocery stores, convenience stores, restaurants, medical providers, hair stylists, and amusement parks. Mr. Kubican asserted that the records also reflect a trip to Myrtle Beach, South Carolina.

Instead of ruling on Mr. Kubican's motion to amend his complaint, the circuit court determined that it had been presented with an issue of first impression and, therefore, certified the following question to this Court by order entered April 12, 2012:

The circuit court answered this question in the affirmative based upon its conclusion that such an answer was in accord with the plain language of W. Va.Code § 31B-3-303.6

II.

STANDARD OF REVIEW

We exercise de novo review of the instant certified question: "The appellate standard of review of questions of law answered and certified by a circuit court is de novo." Syl. pt. 1, Gallapoo v. Wal-Mart Stores, Inc., 197 W.Va. 172, 475 S.E.2d 172 (1996). Furthermore, to the extent that reaching an answer to the question herein certified requires us to interpret a statutory provision, our review is likewise de novo. "Where the issue on an appeal from the circuit court is clearly a question of law or involving an interpretation of a statute, we apply a de novo standard of review." Syl. pt. 1, Chrystal R.M. v. Charlie A.L., 194 W.Va. 138, 459 S.E.2d 415 (1995). Accordingly, we proceed with our plenary analysis.

III.

DISCUSSION

Mr. Kubican argues that this Court should answer the certified question in the negative and conclude that West Virginia's Uniform Limited Liability Company Act does not afford complete protection to members of an LLC against a plaintiff seeking to pierce the corporate veil. Mr. Kubican explains that West Virginia adopted its version of the act from the 1996 Uniform Limited Liability Company Act (hereinafter "ULLCA") drafted by the National Conference of Commissioners on Uniform State Laws.7 According to Mr. Kubican, numerous other jurisdictions that also have adopted the ULLCA have addressed the question of whether the Act precludes veil piercing. Mr. Kubican submits that "not a single court has concluded that the act prohibits" veil piercing. Finally, Mr. Kubican opines that adopting a rule that the LLC business form affords complete protection to LLC members would render West Virginia a safe haven for corporate irresponsibility and fraud.

The Tavern8 argues that W. Va.Code § 31B-3-303 expressly provides that members or managers of West Virginia LLCs are not personally responsible for any liability of the company. Therefore, The Tavern contends, a plain reading of the statute supports the position that piercing the veil of an LLC is not allowed.

In the LLC context, the purpose of piercing the corporate veil would be to hold members and/or managers of the LLC personally liable for the wrongful actions of the business.9 Cf. 18 C.J.S. Corporations § 14, at 319 (2007) ("`Piercing the corporate veil' is the judicial act of imposing personal liability on otherwise immune corporate officers, directors, and shareholders for the corporation's wrongful acts." (footnote omitted)). Thus, we first must determine whether West Virginia law allows an LLC member or manager to be held liable in this manner.

We begin our analysis with an examination of W. Va.Code § 31B-3-303, the provision of the West Virginia Uniform Limited Liability Act that addresses the liability of LLC members and managers. In doing so, we recognize that "[t]he primary object in construing a statute is to ascertain and give effect to the intent of the Legislature." Syl. pt. 1, Smith v. State Workmen's Comp. Comm'r, 159 W.Va. 108, 219 S.E.2d 361 (1975). The initial step in ascertaining the intent of the Legislature is to consider the language of the statute at issue. "When a statute is clear and unambiguous and the legislative intent is plain, the statute should not be interpreted by the courts, and in such case it is the duty of the courts not to construe but to apply the statute." Syl. pt. 5, State v. General Daniel Morgan Post No. 548, Veterans of Foreign Wars, 144 W.Va. 137, 107 S.E.2d 353 (1959). Nevertheless, "[a] statute that is ambiguous must be construed before it can be applied." Syl. pt. 1, Farley v. Buckalew, 186 W.Va. 693, 414 S.E.2d 454 (1992). In other words, "`[a] statute is open to construction only where the language used requires interpretation because of ambiguity which renders it susceptible of two or more constructions or of such doubtful or obscure meaning that reasonable minds might be uncertain or disagree as to its meaning.'" Mace v. Mylan Pharms., Inc., 227 W.Va. 666, 673, 714 S.E.2d 223, 230 (2011) (quoting Hereford v. Meek, 132 W.Va. 373, 386, 52 S.E.2d 740, 747 (1949)).

With the foregoing canons in mind, we turn now to the particular language of W. Va.Code § 31B-3-303, which states in part:

W.Va. Code § 31B-3-303. The language of this provision is unambiguous insofar as it declares that, with the exception noted in subsection (c), "[a] member or manager is not personally liable for a debt, obligation or liability of the company solely by reason of being or acting as a member or manager." The key language relevant to the issue presented in the instant action, which is italicized in the foregoing quote, proscribes liability "solely by reason of being or acting as a member or manager."10 By proscribing liability on the sole basis of being a member or manager of an LLC, the Legislature implicitly has left intact the prospect of an LLC member or manager being liable on grounds that are not based solely on a person's status as a member or manager of an LLC. Our reasoning is supported by the maxim expressio unius est exclusio alterius: "In the interpretation of statutory provisions the familiar maxim expressio unius est exclusio alterius, the express mention of one thing implies the exclusion of another, applies." Syl. pt. 3, Manchin v. Dunfee, 174 W.Va. 532, 327 S.E.2d 710 (1984). See also State ex rel. Riffle v. Ranson, 195 W.Va. 121, 128, 464 S.E.2d 763, 770 (1995) ("Expressio unius est exclusio alterius (express mention of one thing implies exclusion of all others) is a well-accepted canon of statutory construction." (citations omitted)). Furthermore, this conclusion is in accord with the manner in which other courts have interpreted similar statutes. See Bowen v. 707 On Main, No. CV020282643S, 2004 WL 424501, at *3 (Conn.Super.Ct. Feb. 24, 2004) ("The principle of piercing the corporate veil ... also is applicable to limited liability companies and their members. General Statutes § 34-133." (quotations and citations omitted));11 Kaycee Land & Livestock v. Flahive, 46 P.3d 323, 325-26 (Wyo.2002) ("[W]e are asked to broadly pronounce that there are no circumstances under which this court will look through a failed attempt to create a separate LLC entity and prevent injustice. We simply cannot reach that conclusion and believe it is improvident for this court to prohibit this remedy [of piercing the veil] from applying to any unforeseen circumstance that may exist in the future.").12 See also Filo Am., Inc. v. Olhoss Trading Co., L.L.C., 321 F.Supp.2d 1266, 1269 (M.D.Ala.2004) (observing that "commentators who have discussed the issue as a nationwide matter have concluded that the `veil-piercing' doctrine applies to LLCs.... Further, the courts in other States that have considered whether the `veil-piercing' doctrine applies to LLCs have concluded that it does," and collecting authorities). Accordingly, we hold that W. Va. Code § 31B-3-303 permits the equitable remedy of piercing the veil to be asserted against a West Virginia Limited Liability Company.

Although the language employed by the Legislature has preserved the ability to pierce the veil of an LLC to hold a member or manager liable, the Legislature has failed to identify the circumstances under which the imposition of such liability is proper. Thus, in this regard, W. Va.Code § 31B-3-303 is ambiguous and must be interpreted. Subsection (b) of W. Va.Code § 31B-3-303 does provide a starting point for our analysis by specifying that "[t]he failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the company." (Emphasis added). Thus, while is it clear that the failure of a limited liability company to observe "usual company formalities" is not sufficient grounds upon which to pierce the LLC veil and hold its members personally liable, we must, nevertheless, endeavor to identify those grounds upon which the veil of an LLC may be pierced in order to fully answer the certified question presented in this action. Because this is a novel question in West Virginia, we find it helpful to consider the criteria used by other courts to determine when it is appropriate to pierce the veil of an LLC.

The State of Illinois has enacted statutory provisions identical to those contained in W. Va.Code § 31B-3-303. See 805 ILCS 180/10-10 (a), (c), & (d) (West 2008). In Seater Construction Company, Inc. v. Deka Investments, LLC, No. 2-12-1140, 2013 WL 3272487, at *8 (Ill.Ct.App. June 24, 2013), the Appellate Court of Illinois acknowledged that "no Illinois case has held that the doctrine of piercing the corporate veil applies to an Illinois limited liability company (LLC)." Nevertheless, the court observed that "`while the [Illinois Limited Liability Company] Act provides specifically that the failure to observe the corporate formalities is not a ground for imposing personal liability on the members of an LLC, it does not bar the other bases for corporate veil piercing, such as alter ego, fraud or undercapitalization.'" Seater, 2013 WL 3272487, at *8 (quoting Westmeyer v. Flynn, 382 Ill.App.3d 952, 960, 321 Ill.Dec. 406, 889 N.E.2d 671 (2008)).

In determining whether to pierce the veil of an LLC, the Seater court applied the existing Illinois two-prong analysis for piercing the veil of a corporation. The two-part test considered: (1) unity of interest and ownership and (2) fraud, injustice or inequitable consequences. Observing that numerous factors are applicable to an analysis pertaining to the unity of interest and ownership prong of the test, but also noting that several of the factors are inapplicable to piercing the veil of an LLC, the Seater court commented:

Seater, 2013 WL 3272487, at *8. Based upon the arguments presented to the Seater court by the appellant, the court addressed factors (1), (8), (9) and (10) to ultimately conclude that grounds did not exist to warrant piercing the veil of the LLC at issue under the facts presented in that case.

Other courts similarly have applied the same basic analysis to piercing the veil of an LLC that would be applied in the context of piercing the corporate veil, but with the acknowledgment that some factors may not apply. In Filo America, Inc. v. Olhoss Trading Co., L.L.C., 321 F.Supp.2d 1266, the United States District Court concluded that,

Filo Am., Inc., 321 F.Supp.2d at 1269-70.13

The Court of Appeals of Utah also applied a corporate veil piercing analysis to an LLC in d'Elia v. Rice Development, Inc., 147 P.3d 515 (Utah Ct.App.2006). The d'Elia court observed that,

d'Elia, 147 P.3d at 521 n. 5. Accordingly, the d'Elia court applied the same analysis it would have used to determine whether a non-LLC corporate entity's veil should be pierced and ultimately concluded that "[t]he record reveals that substantial evidence exists to support the trial court's decision not to pierce the corporate veil." 147 P.3d at 523 (emphasis added).

Thus, it appears that most courts addressing the question of whether to pierce the veil of an LLC apply the same test used to analyze piercing the corporate veil. See, e.g., Thomas v. Bridges, 120 So.3d 338, 342 (La. Ct.App.2013) (applying "five-factor test [for piercing corporate veil] supplied by the Louisiana Supreme Court in Riggins v. Dixie Shoring Co., Inc., 590 So.2d 1164, 1168 & n. 5 (La.1991)" to an LLC; elements of five factor test "include, but are not limited to: 1) commingling of corporate and shareholder funds; 2) failure to follow statutory formalities for incorporating and transacting corporate affairs; 3) undercapitalization; 4) failure to provide separate bank accounts and bookkeeping records; and 5) failure to hold regular shareholder and director meetings, Riggins, 590 So.2d at 1168.").14 These courts, however, often recognize that certain elements of the test may not apply at all, while other elements may apply to an LLC in a different manner than they would apply to a corporation.

Some courts additionally have cautioned that a veil piercing analysis is a fact driven analysis that must be engaged on a case-by-case basis. For example, in Kaycee Land & Livestock v. Flahive, 46 P.3d 323, the Supreme Court of Wyoming addressed a certified question asking:

Id. at 324.15 The Kaycee court observed that "Wyoming courts, as well as courts across the country, have typically utilized a fact driven inquiry to determine whether circumstances justify a decision to pierce a corporate veil." Id. at 325 (citation omitted). Because the case had come "as a certified question in the abstract with little factual context," the court opined that "[i]t would be inadvisable in this case, which lacks a complete factual context, to attempt to articulate all the possible factors to be applied to LLCs in Wyoming in the future." Id. at 325 & 328.16

New Jersey has agreed with the analysis utilized by the Wyoming court in Kaycee Land & Livestock. After favorably discussing the Kaycee opinion, the Superior Court of New Jersey commented that

D.R. Horton Inc.-New Jersey v. Dynastar Dev., L.L.C., No. MER-L-1808-00, 2005 WL 1939778, at *36 (N.J.Super.Ct. Law Div. Aug. 10, 2005).17 The New Jersey court ultimately applied the common law test for piercing the veil of a corporation, tempered by the fact that the business at issue was an LLC, and concluded that the circumstances presented did not warrant piercing the LLC veil:

D.R. Horton Inc., 2005 WL 1939778, at *36. Notably, however, the New Jersey court cautioned that

D.R. Horton Inc., 2005 WL 1939778, at *33-35.

Similarly, in Bowen v. 707 On Main, 2004 WL 424501, the Superior Court of Connecticut explained that

Bowen, 2004 WL 424501, at *2.18 Finally, the court noted that

Bowen, 2004 WL 424501, at *4. See also Martin v. Freeman, 272 P.3d 1182, 1184 (Colo.App.2012) ("To pierce the LLC veil, the court must conclude (1) the corporate entity is an alter ego or mere instrumentality; (2) the corporate form was used to perpetrate a fraud or defeat a rightful claim; and (3) an equitable result would be achieved by disregarding the corporate form.... The third prong, in particular, recognizes that veil piercing is a `fact-specific' inquiry." (internal citation omitted)).

Based upon the foregoing authority, this Court will consider West Virginia common law standards for piercing the corporate veil in order to establish guidance for lower courts deciding whether to pierce the veil of an LLC. In doing so, we are mindful that the analysis necessarily is fact based and must be applied to LLCs on a case-by-case basis. See Southern Elec. Supply Co. v. Raleigh Cnty. Nat'l Bank, 173 W.Va. 780, 787, 320 S.E.2d 515, 523 (1984) ("[D]ecisions to look beyond, inside and through corporate facades must be made case-by-case, with particular attention to factual details." (footnote omitted)).

With regard to corporate veil piercing in general, this Court has held that "[t]he law presumes ... that corporations are separate from their shareholders." Syl. pt. 3, in part, Southern Elec. Supply Co., 173 W.Va. 780, 320 S.E.2d 515. Nevertheless,

Syl. pt. 2, Laya v. Erin Homes, Inc., 177 W.Va. 343, 352 S.E.2d 93 (1986). More specifically, we held in Laya that

Syl. pt. 3, in part, id.19 Although the Laya test was applied in the context of a breach of contract, a subsequent case has made clear that the test applies in other contexts as well. See St. Peter v. Ampak-Div. of Gatewood Prod., Inc., 199 W.Va. 365, 484 S.E.2d 481 (1997) (addressing veil piercing analysis in connection with retaliatory discharge and discrimination claims).

In reaching the foregoing holding in Laya, we set out a non-exhaustive list of factors that might be relevant in determining whether to pierce a corporate veil. Those factors included:

Laya, 177 W.Va. at 347-48, 352 S.E.2d at 98-99. See also St. Peter, 199 W.Va. at 372-73, 484 S.E.2d at 488-89 ("`Decisions to "pierce" involve multifarious considerations, including inadequacy of capital structures, whether personal and corporate funds have been commingled without regard to corporate form by a sole shareholder, whether two corporations have commingled their funds so that their accounts are interchangeable; whether they have failed to follow corporate formalities, siphoning funds from one corporation to another without regard to harm caused either entity, or failed to keep separate records. Other reasons to disregard the structure are: total control and dominance of one corporation by another or a shareholder; existence of a dummy corporation with no business activity or purpose; violation of law or public policy; a unity of interest and ownership that causes one party or entity to be indistinguishable from another; common shareholders, common officers and employees, and common facilities.'" (quoting Southern Elec. Supply Co., 173 W.Va. at 788, 320 S.E.2d at 523)).

While many of the foregoing factors, among others, may be relevant to a court deciding whether to pierce the veil of an LLC, we hesitate to adopt a test that sets out specific factors insofar as this Court and others have cautioned that such an analysis must be applied on a case-by-case basis considering the particular facts presented therein. Consequently, we establish a more general test following the lead of the Court in Laya, and hold that, to pierce the veil of a limited liability company in order to impose personal liability on its member(s) or manager(s), it must be established that (1) there exists such unity of interest and ownership that the separate personalities of the business and of the individual member(s) or managers(s) no longer exist and (2) fraud, injustice, or an inequitable result would occur if the veil is not pierced. This is a fact driven analysis that must be applied on a case-by-case basis and, pursuant to W. Va.Code § 31B-3-303(b), the failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business may not be a ground for imposing personal liability on the member(s) or manager(s) of the company.20

The certified question presented in this cases asks whether "West Virginia's version of the Uniform Limited liability Company Act, codified at W. Va.Code § 31B[-1-101], et seq., afford[s] complete protection to members of a limited liability company against a plaintiff seeking to pierce the corporate veil?" Applying our foregoing analysis to this question, we answer in the negative.

IV.

CONCLUSION

For the reasons set out above, we answer the question certified to this Court by the Circuit Court of Harrison County in the negative and hold that W. Va.Code § 31B-3-303 (1996) (Repl. Vol. 2009) permits the equitable remedy of piercing the veil to be asserted against a West Virginia limited liability company. Furthermore, to pierce the veil of a limited liability company in order to impose personal liability on its member(s) or manager(s), it must be established that (1) there exists such unity of interest and ownership that the separate personalities of the business and of the individual member(s) or managers(s) no longer exist and (2) fraud, injustice or an inequitable result would occur if the veil is not pierced. This is a fact driven analysis that must be applied on a case-by-case basis, and, pursuant to W. Va.Code § 31B-3-303(b), the failure of a limited liability company to observe the usual company formalities or requirements relating to the exercise of its company powers or management of its business may not be a ground for imposing personal liability on the member(s) or manager(s) of the company.

Certified Question Answered.