How to Form an LLC in West Virginia
West Virginia Secretary of State – Business Division
1900 Kanawha Boulevard East
Building 1, Suite 157-K
Charleston, WV 25305-0001
Statutory Authority: Uniform Limited Liability Company Act — W. Va. Code § 31B (2012)
West Virginia LLC General Filing Instructions
1. Confirm availability of company name.
2. Complete the “Articles of Organization.”
3. Submit the completed documents, along with a photocopy and your filing fees, to the West Virginia Secretary of State.
West Virginia Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in West Virginia:
1. Company name
2. Type of LLC
3. Address of the designated office, and county
4. Principal office address and county
5. Principal office mailing address
6. Registered agent name and address
7. Email address where business correspondence may be received
8. Name and address of each organizer
10. Management structure
11. Names and addresses of member and/or managers
12. Member liability
13. Business purpose
14. Effective date
15. Contact person name and telephone
16. Printed name and signature of each organizer
West Virginia LLC Fee Schedule
Application for Name Reservation: $15.00
Articles of Organization: $100.00
Application for Certificate of Authority: $150.00
Certified Copy: $15.00
Annual Report: $25.00
Articles of Termination: $25.00
Your company name must end with a limited liability company designator. In West Virginia the specific designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”.
Conduct an entity name search on the West Virginia Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Name Reservation” and paying a name reservation fee of $15.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
West Virginia requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a West Virginia resident or active West Virginia business entity that has a West Virginia street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a West Virginia resident and have a West Virginia street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a West Virginia limited liability company. Nevertheless, West Virginia permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File Annual Report.
7. Pay Business Franchise Tax.
Registering as a Foreign Entity
1. Complete the “WV Application for Certificate of Authority of Limited Liability Company.”
2. Attach a “Certificate of “Existence”, dated during the current tax year, from the state official governing LLCs in the state where the limited liability company was organized.
3. Submit the completed documents, along with the $150.00 filing fee, to the West Virginia Secretary of State.
Dissolving a West Virginia LLC
1. Formally dissolve your limited liability company and wind up its business and affairs.
2. Complete the “Articles of Termination.”
3. Submit the completed form, along with one copy and the filing fee, to the West Virginia Secretary of State.