When starting a new company, choosing a business entity is the most important decision that the founders must make. For most businesses with more than one founding member, forming as an LLC is often the best option for a number of reasons.
An LLC is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts. Moreover, LLCs often enjoy a lower tax rate than corporations. Nevertheless, creating an LLC can get complicated depending on where you are based, with the formation process, filing fees, and continuing legal obligations differing from state to state.
Forming an LLC in West Virginia follows a standard process common to those in both states. However, all West Virginia businesses must obtain a business registration certificate from the State Tax Department before doing business in the state.
To avoid a misstep in the filing process, follow these steps to start an LLC in West Virginia, and refer to the checklist at the bottom of the post to familiarize yourself with the legal and financial requirements for LLCs in the state.
Starting an LLC in West Virginia step-by-step
1. Select a name for your West Virginia LLC
Follow naming requirements
There are 2 major guidelines to follow when naming your LLC in the State of West Virginia:
- An LLC’s name must be distinguishable from the names of existing business entities on file with the West Virginia Secretary of State.
- An LLC’s name must contain one of the following phrases or abbreviations: “Limited Liability Company”, “Limited Company”, “LLC”, “L.L.C.”, “LC”, or “L.C.” The abbreviations “Co.” and “Ltd.” may be substituted for the words “Company” and “Limited”, respectively.
Check name availability
Confirm that your LLC name is available in West Virginia by performing a search using the West Virginia Secretary of State Business Organization Search.
Reserve your LLC name with the Secretary of State
Reserving your chosen LLC name prevents another West Virginia business entity from using it before you can legally form your business in the state.
File an Application for Name Reservation with the West Virginia Secretary of State by postal mail to reserve your name for 120 days. The filing fee is $15.
2. Designate a registered agent
As in every U.S. state, forming an LLC in West Virginia requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.
The registered agent must either be a state resident or business entity with a street address in West Virginia OR if the individual or business is based out-of-state, they must have a business office in West Virginia.
Our picks of the best registered agent services
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Starting a business requires a lot of state-mandated paperwork, which can be confusing for new business owners. Northwest offers business services that can help entrepreneurs find the right documentation, fill it out, and file it on time with the right government agency. In addition to helping you set up an LLC, Northwest has a host of additional services, like registered agent services, that new owner will find useful too.
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3. File Articles of Organization
An LLC is created in West Virginia through the filing of Articles of Organization with the West Virginia Secretary of State.
You can file the articles online or by postal mail. The filing fee is $100.
The Articles of Organization must provide the following information:
- LLC’s name, mailing address, email address, and website address
- LLC’s purpose
- Registered agent name and mailing address
- Whether the LLC is a regular or professional LLC
- LLC organizers’ names and addresses
- Whether the LLC is perpetual or will exist for a limited time period
- Whether the LLC is member-managed or manager-managed
- Names and addresses of LLC members or managers
- Whether one or more LLC members will assume liability for LLC debts
- The effective date of the articles
- Whether the LLC is veteran-owned
- Whether the LLC is a scrap metal dealer
- The signature of an LLC organizer
Foreign LLC registration
An LLC formed in a different state than West Virginia intending to do business in the state must register with the West Virginia Secretary of State.
Complete these steps to do business in West Virginia as a foreign LLC:
- Comply with West Virginia LLC naming rules and confirm that the LLC’s name is available using the West Virginia Secretary of State Business Organization Search.
- Appoint a West Virginia registered agent.
- File an Application for a Certificate of Authority of Limited Liability Company with the West Virginia Secretary of State online or by postal mail. The filing fee is $150.
- The application must include a Certificate of Good Standing or a Certificate of Existence from the LLC’s state of origin and is dated during the current tax year.
4. Draft an operating agreement
Although not a legally mandated step for forming an LLC in West Virginia, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.
The operating agreement should do the following:
- Describe the LLC’s business structure
- Establish the individual responsibilities and obligations of LLC members
- Detail how the LLC will be run
Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.
5. Obtain an IRS Employer Identification Number (EIN)
All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs).
The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and perform many other important functions.
You can apply for an EIN online on the IRS website without paying a filing fee.
6. Fulfill your West Virginia LLC’s additional legal obligations
Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.
File annual reports
All LLCs doing business in West Virginia must file an annual report with the Secretary of State each year and pay a $25 filing fee. This includes foreign LLCs doing business in the state. An LLC’s first annual report is due the year following its formation between the dates of January 1 and July 1, and every subsequent annual report is due during the same interval.
Obtain business licenses and permits
LLCs doing business in West Virginia may be required to obtain state or local business licenses or permits depending on their type of business and location.
Use the WV One Stop Business Portal to learn about state occupational licenses and consult with a county or city clerk in your area for further information on local licensing requirements.
Register with the West Virginia State Tax Department
All LLCs active in West Virginia must register with the West Virginia State Tax Department and obtain a business registration certificate in order to legally operate in the state.
West Virginia LLC checklist
A West Virginia LLC’s name must obey the following guidelines:
- Must be distinguishable from the names of existing business entities on file with the West Virginia Secretary of State.
- Must contain one of the following phrases or abbreviations: “Limited Liability Company”, “Limited Company”, “LLC”, “L.L.C.”, “LC”, or “L.C.” The abbreviations “Co.” and “Ltd.” may be substituted for the words “Company” and “Limited”, respectively.
Formational documents and filing fees:
- Application for Name Reservation – $15 filing fee
- Articles of Organization – $100 filing fee
- Application for a Certificate of Authority of Limited Liability Company – $150 filing fee
- An LLC is created in West Virginia through the filing of Articles of Organization with the West Virginia Secretary of State.
Additional legal obligations:
- File an Annual Report – Required for all LLCs doing business in West Virginia
- Register with the West Virginia State Tax Department – Required for all LLCs doing business in West Virginia
- Obtain business licenses and permits – Required for certain LLCs doing business in West Virginia depending on business type and location