West Virginia LLC Formation – Basics & Helpful Information
This article is meant to be a general overview of the West Virginia LLC formation process; including information about how to start a West Virginia LLC and other West Virginia LLC formation issues.
West Virginia Filing Fees
The West Virginia filing fee for the Articles of Organization (to create an West Virginia LLC) is $100.00.
West Virginia Filing Time
Processing time generally takes 1-2 weeks. Expedited processing is not offered in West Virginia at this time.
West Virginia Annual Compliance Requirements
West Virginia LLCs must file an annual report by July 1st. The cost to file the annual report is $25. For more information
Form an LLC in West Virginia
You can use this checklist to help guide you through the process of forming a West Virginia LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in West Virginia is naming your business. You’ll need to check with the West Virginia Secretary of State to make sure the name you’ve chosen is available. You can do this online via the West Virginia Business Search or you can call the Business Division at (304) 558-8000 for an informal, non-binding check.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the West Virginia Secretary of State will not check other state’s databases or the federal trademark database).
Your LLC name must contain the words “limited liability company” or “limited company” or the abbreviations “L.L.C”, “L.C.”, “LLC”, or “LC”.
West Virginia Trade Names
A trade name is similar to a “doing business as” (DBA) name. Although a trade name is not legally required, it is a wise business practice. The filing fee is $25. West Virginia trade names are only applicable in West Virginia and are not substitutes for a national trademark filing.
The trade name you desire will be approved only if it is available—that is, if the name is not the same as and is distinguishable from any other name which has been reserved or filed with the Secretary of State. As required by §47-8-4 of the West Virginia Code, limited liability companies may not conduct business under a trade name or assumed name without first filing an application for registration of trade name with the Secretary of State.
More on West Virginia Trade Names →
Step 2: Register your LLC with the State
West Virginia Articles of Organization
Your West Virginia LLC is formed by signing and filing Articles of Organization with the West Virginia Secretary of State. You can also e-file the West Virginia Articles of Organization. The Secretary of State staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.
West Virginia Registered Agent Information
West Virginia requires that the LLC have a Registered Agent (same as a Statutory Agent in other states), which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. An LLC cannot be its own Registered Agent, but the LLC can appoint one of its members as the Registered Agent. West Virginia law requires that the Registered Agent have a permanent, physical address on the records of the West Virginia Secretary of State at all times.
Read more about Registered Agents → [/toggle_content]The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
Step 4: Get an EIN
After you form an LLC in West Virginia, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new West Virginia LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.
Read more about West Virginia Licensing and Permitting →
Registering a Foreign LLC in West Virginia
If you have a non-West Virginia LLC (aka Foreign LLC) and you are doing business in West Virginia, you may need to register the Foreign LLC in West Virginia. Each state has a different definition of “doing business”. In West Virginia, the kinds of activities that would not constitute “doing business” are outlined in the West Virginia Code Annotated, Section 31B-10-1003.
The filing fee for the Application for Certificate of Authority of a Foreign LLC in West Virginia is $150.
