The Limited Liability Company (LLC) is a popular business entity choice structure for many businesses starting in West Virginia The LLC provides personal liability protection and has the potential to save money on taxes. With a little research, you can learn how to form an LLC in West Virginia without an attorney.

Unlike a sole proprietorship or partnership where the small business owner can be personally liable for lawsuits against the business, the LLC is a separate legal structure, protecting for the business owner’s personal assets.

Related: How Does an LLC Protect You?

Besides the liability protection, the Limited Liability Company provides several other benefits over the sole proprietorship, partnership, and corporation because of the multiple tax options, ease of administration and management flexibility.

Forming an LLC in West Virginia is fairly straightforward, but it’s nice to have some support in case you have questions or get stuck.  IncFile and Inc Authority provide LLC formation guidance for only the cost of the state fees!

Related: Should you use a Formation Service, Hire an Attorney or Do it Yourself?

To form a Limited Liability Company in West Virginia, file the Articles of Organization with the West Virginia Secretary of State.  The LLC filing fee is $100, however the fee is waived for veteran-owned businesses.

Standard approval for the LLC is 5-10 days.  Expedited service is available.  One-hour approval is an additional $500, 2-hour approval is an additional $250 and 24-hour approval is an additional $25.

 

HOW TO FILE THE ARTICLES OF ORGANIZATION AND FORM A WEST VIRGINIA LLC

Teh filing for an LLC in West Virginia can be done online or by mail.  The steps below show how to file by mail.

 

Section 1: Name the LLC

If you have previously reserved an LLC name with the Secretary of State, you can select “Yes” and include the business name registration number.  You do not have to reserve a name before forming the LLC.

Enter the name you want for the LLC.  The name of the LLC has to differ from other entity names registered with the Secretary of State.  You can also check on available LLC names in West Virginia before going through the filing process to be sure the one you want is available.

The name of the LLC must also include a name ending at the end of the business name.  A name ending describes what type of business entity it is. Available name endings include:

  • Limited Liability Company
  • Ltd. Liability Company
  • Ltd. Liability Co.
  • Limited Company
  • Ltd. Company
  • Ltd. Co.
  • L.L.C.
  • LLC
  • L.C.
  • LC

A comma may be used after the business name and before the name ending.  “Cowboy Cleaners LLC” and “Cowboy Cleaners, LLC” are both acceptable.

Before settling on a name, you may want to do a domain name search to try and match your business name and website address.

West Virginia LLC Name Reservation

Be sure to check the box indicating you used one of the name endings.

Section 2: Type of LLC

Choose whether the business is a regular LLC (most common) or PLLC (Professional LLC).  A Professional LLC is an LLC that provides a service that requires licensing in West Virginia.  See West Virginia Licenses and Permits for more information on which services require licensing.

If your business is licensed, be sure to attach the Verification of Eligibility proving licensure.

WV LLC vs PLLC

Section 3: Principal Office Address

In this section, enter the street address, city, state and zip code of the initial principal office.  This address can be the physical address of the LLC or it can be the address where the business records are stored.  This does not need to be an address in West Virginia but you may not use a PO Box for the designated office.

If you prefer to have the records of the LLC to be sent to a different address, enter that information in the Mailing Address Section.  If the address is the same as the principal office, leave blank.  A PO Box is acceptable to use.

 

Section 4: Initial Designated Office

The Designated Office is the physical address where the business will operate.  This address has to be in West Virginia and can’t be a PO Box.

If there is an address where notifications should be mailed, enter that address in the Mailing Address section.

 

Section 5: Notice of Process

This is an optional section but you may want to have an “agent for service of process” which is a resident of West Virginia, a WV corporate entity or a Registered Agent service that acts as a point of contact to receive legal documents, tax notices, summons, subpoenas, etc on behalf of the LLC. This agent is commonly known in most states as a Registered Agent.

Even though the business owner can be the registered agent, their name and address become public record and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when they are doing business from home since a PO Box can’t be used.

West Virginia LLC Registered Agent

Section 6: E-mail Address

This is an optional section but you may enter an email address where the Annual Notice reminder can be sent.  This doesn’t have to be a “business” email.

 

Section 7: Website Address

This is an optional section and if the business has a website address, you may enter it here.

Section 8: Number of Businesses Owned

Indicate the number of businesses owned in West Virginia.  If you do not want to provide that information, check the “Decline to answer” box.

 

Section 9: Organizers

An LLC Organizer is someone involved with the formation of the Articles of Organization.  The Organizer may or may not become a member, such as a mentor, attorney or accountant, but any of the initial members can be listed as an organizer.

At least one organizer must be listed, however each organizer having decision making authority for the LLC must be entered. 

Section 10: LLC Existence

In this section, you can indicate how long it will remain in existence.  Most LLCs will choose a “At-Will”, however some businesses (usually investment related) will have a specific closure date and will choose “Term”.

West Virginia LLC Existence

Section 11: Management Structure

Member Information

The names and address of each member must be listed. If there are more than 4 members, attach an additional page.

LLC Management

This section asks if the LLC is Member-Managed or Manager-Managed.

  • Member-Managed LLCs have an active involvement in the management and have authority to act on behalf of the LLC.
  • Manager-Managed LLCs are hired by the members to run the LLC, similar to a CEO of a corporation.  This is generally used when there are passive members in the LLC and the members do not actively manage or operate in the affairs of the business.

Most LLCs are member-managed and will often be the same individuals listed in Section 11 – Member Information.

If the LLC is Manager-Managed, enter their name(s) and address(es).

Related: What is the Difference Between a Member-Managed LLC and Manager Managed LLC?

Section 12: Member Liability

This section asks whether the members are liable to debts, obligations and liabilities of the LLC.  Selecting “No” means the all debts, obligations and liabilities of the LLC.  Choosing “Yes” means members are liable for the debts, obligations and liabilities of the LLC.

If you select “Yes” be sure to have their written consent saved with the company records.

Section 13: LLC Purpose

Provide some basic information about what the business does.  You will need to provide some basic information otherwise, the LLC filing will be rejected.  If you want to keep the business purpose more open-ended, you can add “…including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia” in addition to the original purpose statement.

Related: How to Answer the Business Purpose Statement.

Section 14: Scrap Metal Dealer

If the LLC is a scrap metal dealer, check “Yes”, complete the Scrap Metal Dealer Form (SMD-1) and attach it to the Articles of Organization.

Section 15: Other Provisions

This is an optional section and not used by most LLCs.  Here you would include additional rules for the operation of the LLC.

 

Section 16: Number of Attached

Indicate the number attached pages to ensure the Articles of Organization are properly filed.

 

Section 17: Effective Date

If you want the LLC to start immediately, choose the check box “the date and time of filing in the Secretary of State’s Office”.  If you want the LLC to start later, choose “the following date” and enter a date less than 90 days in the future.

The main reason for delaying the LLC start date is when the filing is being done close to the end of a calendar year and the business isn’t going to have any activity until the start of the year.  By delaying until the following year they will reduce the number of end-of-year filings.

Section 18: Veteran-Owned Business

If the LLC is is at least 51% owned by a veteran who was “honorably discharged or under honorable conditions”, check “Yes” and attach the veteran’s DD214 to the Articles of Organization.

 

Step 19: Signature

Have an individual forming the LLC sign and accept the terms and conditions.

 

Review

Review that all the information is correct.  If there are no corrections, print the form.

Step 14: Pay and File

The Articles can be filed by mail or sent by email.

There are 3 service centers:

Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Phone: (304) 558-8000
Fax: (304) 558-8381

Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Phone: (304) 367-2775
Fax: (304) 627-2243

Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Phone: (304) 356-2654
Fax: (304) 260-4360

To save on mailing time, the Articles of Organization can be emailed.  Standard process can be sent to CorpFilings@wvsos.gov and expedited filings sent to efilings@wvsos.gov.

Tasks After Forming Your LLC

Once the LLC has been formed, there are a few additional steps to take care of. Below is a list of the most common tasks.

Prepare an Operating Agreement

The operating agreement is a document that governs the framework of an LLC.  This document covers items like ownership rights, member responsibilities, how profits and losses are distributed and more.

Most states do not require an LLC to have an operating agreement but it is still worth considering. Without an operating agreement:

  • The LLC could be subject to generic state rules that may be detrimental in the event of a lawsuit
  • Member’s personal liability protection may be diminished
  • Members may not have a full understanding of their roles and responsibilities which could lead to costly disputes in the future

Related: West Virginia operating agreement template

Obtain an EIN

The EIN or Employer Identification Number is a unique 9-digit number for a business. Similar to a social security number for an individual, the EIN identifies business entities for tax purposes.  

The EIN will be needed in order to open a bank account, register for business licenses and permits, file tax returns, pay payroll taxes and more. 

Related: How to Apply for an EIN

Open an LLC Bank Account

Opening a bank account for your LLC is important for liability protection as the account separates the business’s funds from the member’s personal funds.

Several documents will be needed to open a business bank account such as:

  • A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
  • Copies of the original formation paperwork from the state showing the creation of the LLC.
  • Driver’s licenses of the members.
  • Depending on the age of the LLC, a West Virginia Certificate of Good Standing may be needed to prove the LLC is active and in good standing with the state.

Related: How to Open a Business Bank Account for your LLC 

Apply for Business Licenses and Permits

Depending on what your business does and where it is located, there will likely be a variety of business licenses and permits to register for before starting. Some common registrations include:

  • Business License – Some cities require businesses to obtain licensing before they can start. In some cases, even home-based businesses must have licensing in order to legally operate. 
  • Professional License – Certain services such as barbershops, accountants, salons and others must be licensed.
  • Sales Tax Permit – In order to sell products and certain services, registration with the West Virginia State Tax Depatment will be necessary.

Related: What Business Licenses are Needed in West Virginia?

File Annual Reports

LLCs are required to file an annual report with the West Virginia Secretary of State.  The annual report updates ownership information and other details.

Related: How to File a West Virginia LLC Annual Report