How to Form an LLC in West Virginia

Co-authored by Clinton M. Sandvick, JD, PhD

Last Updated: January 31, 2023 References

You can form a limited liability company in West Virginia by naming your company, choosing a registered agent, and filing Articles of Organization. If you are looking for a flexible management structure, tax liability in proportion to ownership interest, and limited liability for members for a company that you plan to start in West Virginia or expand from another state into West Virginia, then an LLC may be the right business structure for you.

Part 1

Part 1 of 3:

Preparing Your LLC

1
Understand limited liability structure. A limited liability company offers its corporate members flexibility in managing the company, liability limited to the amount they invested in the business (i.e. it keeps personal assets safe from lawsuits or bankruptcy), and allows members to pay business taxes in proportion to their ownership share.
- West Virginia also allows for professional limited liability companies, which is made up of a single person or a group of professionals such as doctors or lawyers.^{[1]
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- West Virginia allows Foreign LLCs to register in the state. A foreign LLC is an unincorporated business organized under laws from a state other than West Virginia.^{[2]
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2
Name your limited liability company. West Virginia law requires that your LLC have a business name. The name must meet the following requirements:
- The name must include: "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC." "Limited" may be abbreviated as "Ltd." and "company" may be abbreviated as "Co."
- The name must be distinguishable from other businesses registered with the Secretary of State of West Virginia. You can check to see whether your business name is already in use here: http://apps.sos.wv.gov/business/corporations/.^{[3]
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- You may reserve a name for 120 days by filling out an Application for Name Reservation form and paying a $15 fee.
3
Register your business name as a foreign business. A foreign LLC may register its business name if it plans to do business in West Virginia. The business name must be distinguishable from business names already registered and the business must file an application with the West Virginia Secretary of State. The application must include:
- The business’ name;
- The name of the state or country where the business was organized and the date of organization;
- A brief description of the nature of the business in which the LLC is engaged; and
- The application must include a certificate of existence from the state or country of organization, demonstrating that the business was organized under the laws of that jurisdiction.
- A foreign company authorized to transact business in West Virginia may use a fictitious if its real name is unavailable.^{[4]
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4
Choose members, if applicable. West Virginia allows single member LLCs or you can choose to form the business along with other partners/members. You should consider the following when deciding whether to have additional members:
- If you are creating a professional LLC, members must be licensed to practice the same type of profession as the LLC.^{[5]
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- It may be beneficial to have at least one other member in the LLC since this should prevent a court from liquidating a single member LLC to satisfy an individual’s debt.
- Multi-member LLCs are required to file partnership tax returns, which can sometimes be very complex.^{[6]
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5
Choose a registered agent. Every LLC is West Virginia must maintain a registered agent in the state. A registered agent may be an individual or another entity that is tasked with accepting service of process for lawsuits for the LLC.^{[7]
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Research source} When choosing between an individual as your registered agent or a private company that specializes in registered agent services, consider the following:
- If you do not maintain a physical office in West Virginia, your registered agent must maintain an actual physical business address, which is more likely with a business than an individual.
- If your business is based out of your home, it may be better to use a business as your registered agent since their address, rather than your home address, will be used for state filings.^{[8]
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- When choosing a registered agent, whether an individual or a business, be sure that the agent keeps regular business hours, maintains a physical office, and has an electronic means to manage and provide you with necessary legal information.^{[9]
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Part 2

Part 2 of 3:

Filing LLC Documents

1
Complete and file Articles of Organization for LLCs formed in West Virginia. In order to form an LLC in West Virginia, the LLC must draft an Articles of Organization. West Virginia provides a form for LLCs to complete in order to satisfy this requirement. You must include the following information in the Articles of Organization:
- The name of the LLC
- The addresses of the designated office in West Virginia and the principal place of business
- The name and address of the agent for service of process
- The name and address of each organizer and member having authority to execute legal documents on behalf of the LLC
- Whether the company is to be a term company and, if so, the term specified
- Whether the company is to be manager-managed and, if so, the name and address of each initial manager
- Whether one or more of the members of the company are to be liable for the business’ debts and obligations
- The purpose or purposes for which the limited liability company is organized
- An e-mail address where informational notices and reminders of annual filings may be sent^{[10]
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- The signature of a person authorized to form the LLC
- The $100 filing fee
- The form may be mailed to: Natalie E. Tennant, West Virginia Secretary of State, 1900 Kanawha Blvd. East, Bldg. 1, Suite 157-K Charleston, WV 25305.
2
Submit registration forms as a Foreign LLC. In order for a foreign LLC to register in West Virginia, the business must submit an Application for a Certificate of Authority and a certificate of good standing from the company’s home state.
- The Application must be completed and mailed to: Natalie E. Tennant, West Virginia Secretary of State, 1900 Kanawha Blvd. East, Bldg. 1, Suite 157-K Charleston, WV 25305.
- You must submit a filing fee with the application. The filing fee is $100 for for-profit LLCs or $50 for non-profit LLCS. Veteran-owned businesses are not required to pay the fee.
- Follow the rules for your home state to request a certificate of good standing. This information is typically located on each state’s secretary of state website.
3
Apply for an Employer Identification Number. An Employer Identification Number (EIN), also known as a federal tax identification number is used to identify businesses for tax purposes.
- West Virginia requires that LLCs with more than one member obtain an EIN.
- A single-member LLC in West Virginia must obtain an EIN if the business will have employees or if you want to file your business taxes as a corporation rather than a sole proprietorship.^{[11]
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- You can apply online for an EIN here: https://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/How-to-Apply-for-an-EIN.
4
Apply for a Business Registration Certificate. The Business Registration Certificate is a permit to conduct business in West Virginia. LLCs must display the permit at all times at the place of business.
- Any person or business engaging on business activity in West Virginia must register.
- This application registers you with the West Virginia State Department of Taxation.
- You can apply for a Business Registration by mail by completing a hardcopy application located at: https://tax.wv.gov/Documents/TaxForms/busapp.pdf
- You must pay a filing fee of $30 unless you meet one of the following exemptions: 501(c)(3); political subdivision of West Virginia; the U.S. government; a person engaged in farming or agriculture; a foreign retailer not engaged in business in the state; an out-of-state company that does not have nexus in West Virginia and employs a West Virginia resident; or a private household employing domestic help.^{[12]
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Part 3

Part 3 of 3:

Complying with Ongoing Requirements

1
Complete an annual report. All LLCs are required to complete an annual report in writing to the West Virginia Secretary of State. The annual report must include:
- The name of the company and identify the state or country under whose law the business is organized
- The address of the LLC’s designated office
- The name and address of its agent for service of process in West Virginia
- The address of its principal office
- The names and business addresses of any managers and the name and address of each member having authority to execute instruments on behalf of the limited liability company
- An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.^{[13]
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2
File the annual report. All LLCs must file their annual report with the secretary of state between January 1 and July 1 of the year following the calendar year in which the limited liability company was organized or a foreign company was authorized to transact business. You can file your report in the following ways:
- You can send completed hardcopy annual reports to: West Virginia Secretary of State, Business & Licensing Division - Annual Reports 1900 Kanawha Blvd., East, Building 1, Suite 157-K, Charleston, WV 25305.
- Pay your filing fee either online at the time you submit your application or include a check made payable to West Virginia Secretary of State and send it with your hardcopy application. The filing fees are $25 if paid by June 30th deadline. If paid after the June 30th deadline, the fee is $75 for for-profit entities (this includes a $50 late fee) or $50 for non-profit entities (this includes $25 late fee).
3
Comply with tax requirements. When you completed your Business Registration Certificate, you supplied information to the State Department of Taxation identifying to which taxes you may be subject. You must be sure to pay your taxes on time or be subject to a penalty. Your business may be subject to the following types of tax liability:
- Beer Barrel Tax
- Business and Occupation Tax
- Business Franchise Tax
- Tobacco Products Tax
- Consumer Sales and Use Tax
- Corporation Net Income Tax
- Motor fuel excise Tax
- liquor/wine retail Tax
- Health Care taxes
- International Fuel Tax Agreement (IFTA)/ Motor Carrier Road Tax
- Personal Property Tax
- Severance Tax
- Soft Drinks Tax
- Wine Liter Tax
- Withholding Tax
- Federal and State Income Tax
- You can register for and pay your business taxes online at: mytaxes.wvtax.gov^{[14]
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You should consider hiring a business tax accountant to help you determine your tax liabilities and how to file them.

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You should consider drafting an operating agreement for all members. While not required by West Virginia law, it may prevent disagreements about business structure and member responsibilities.

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