How to Form an LLC in West Virginia

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West Virginia LLC Quick Facts

West Virginia LLC Costs

Initial LLC Filing Fee – $100

 

Recurring State Fee: Annual Report Fee – $25

LLC Processing Time

It normally takes 5-10 days for the LLC paperwork to be approved in West Virginia.

 

Expedited processing is also available for an additional fee.

Don’t want to form an LLC by yourself?

Let IncFile or IncAuthority guide you through the LLC formation process, so you know everything was done right. Only pay state fees!

Quick Reference

The Limited Liability Company (LLC) is a popular entity structure for many businesses starting in the state of 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 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, general partnership, and corporation because of the multiple tax options, ease of administration, and management flexibility.

Cost to Form a West Virginia LLC

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.

Guide to Forming an LLC in West Virginia

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

Forming an LLC can be both affordable and is something most people can do themselves. Entity formation companies like IncFile or IncAuthority help guide you through the process and make sure there are no mistakes.

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

Instead of forming an LLC, an existing out-of-state LLC wanting to do business in West Virginia will have to register as a foreign LLC with the West Virginia Secretary of State.

Begin by downloading the Articles of Organization (Form LLD-1) from the West Virginia Secretary of State’s website.

Step 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 LLC name availability before going through the filing process to ensure the one you want is available.

The LLC’s name must include a descriptor at the end of the business name to describe its type of business entity. Available name endings include the following words or abbreviations:

  • 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.

If there is a name you want, but are not ready to register the LLC, you can file the Application for Name Reservation. The name reservation will hold a name for up to 120 days, at a cost of $15.

If you plan to use a different name from the one that you register (perhaps you want to run multiple businesses under the LLC), you can use a trade name (sometimes referred to as a fictitious business name, assumed name, DBA, or Doing Business As name).  File the Trade Name Reservation form along with the fee of $25 with the Secretary of State.

West Virginia LLC Name Reservation

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

Step 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

Step 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 LLC’s physical address, 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 LLC records 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 Post Office Box is acceptable to use.

Step 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.

Step 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.

You are not required to pay for a registered agent. Any individual meeting the requirements can be the agent; however, the agent’s name and address become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or are still employed and don’t want their employer to find out.  Hiring a company like Northwest Registered Agent to be the Registered Agent will reduce unwanted phone calls and mailings.

West Virginia LLC Registered Agent

Step 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.

Step 7: Website Address

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

Step 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.

Step 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 LLC 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.

Step 10: LLC Existence

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

West Virginia LLC Existence

Step 11: Management Structure

Member Information

The names and addresses of each LLC 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?

Step 12: Member Liability

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

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

Step 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.

Step 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.

Step 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.

Step 16: Number of Attached Pages

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

Step 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.

Step 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.

Step 20: Review

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

Step 21: 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 processing can be sent to CorpFilings@wvsos.gov, and expedited filings are sent to efilings@wvsos.gov.

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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 a West Virginia LLC 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.

West Virginia does 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 fully understand 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 (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies business entities for tax purposes. The EIN will be needed to hire employees, open a bank account, build business credit, register for business licenses and permits, file federal and state taxes, and more.

There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.

Related: How to Apply for an EIN

Elect the LLC’s Form of Federal Income Taxation

One of the significant benefits of the Limited Liability Company is the tax flexibility it provides.  When applying for the Employer Identification Number, you will choose how the entity will be taxed for federal income tax purposes. While there are some limitations, an LLC may be classified for federal income tax purposes as a:

  • Sole proprietorship
  • Partnership
  • C-corporation
  • S-corporation

While this may sound confusing, this refers to how the LLC is taxed, not the legal structure.

Related: How can an LLC be taxed?

By default, the taxation of an LLC is called pass-through taxation, which means the profits or losses of the LLC flow through to the members.

Single-member LLCs will, by default, be taxed as a sole proprietorship. The members can also elect to change the taxation to a C-corporation or an S-corporation.

Multi-member LLCs will, by default, be taxed as a partnership. The members can also elect to change the taxation to a C-corporation or an S-corporation.

In general, the difference between being taxed as a corporation and being taxed as a sole proprietorship or partnership the profits and losses are passed to the member’s federal income tax returns based on their percentage of ownership.  As a result, the owner will pay self-employment taxes on all business profits.  As an alternative, electing to be taxed as a corporation allows the members to take a reasonable salary and then pay payroll taxes.  Any remaining profits are distributed and aren’t subject to payroll taxes, resulting in potential tax savings.

Before electing how your LLC will be taxed, consider talking with an accountant to assess which one will be best for you. Some tax elections, such as the C corporation, may be detrimental for some people due to double taxation.

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.
  • Occasionally the bank will request a West Virginia Certificate of Good Standing 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

After forming the LLC, there will likely be various business licenses and permits before starting the business. Some common registrations include:

  • Business Registration Certificate – All LLCs will need to obtain a Business Registration Certificate (sometimes known as a Business License) with the West Virginia State Tax Department. Form WV/BUS-APP is used to register for a West Virginia Seller’s Permit.
  • Business License – Some cities require businesses to obtain licensing before they can start.
  • Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed. Licensed professionals going into business have the option of forming a Professional Limited Liability Company (sometimes referred to as a PLLC or Professional LLC), which allows them more options in naming their LLC. The steps for forming a PLLC is similar to the LLC.

Related: What Business Licenses are Needed in West Virginia?

Get Business Insurance

Even with the liability protection of the LLC, business insurance is important to protect the business. The most common types of insurance include:

  • General Liability Insurance – covers damages owed and medical expenses for accidents that happen at your place of business.
  • Business Property Insurance – replaces damaged, stolen, or lost business property. This includes your physical business location, equipment, supplies, and anything else you used to run your business.
  • Business Vehicle Insurance – covers company vehicles and may also include coverage for personal vehicles used for business-related activities. Many personal policies won’t cover your vehicle if there is an accident while being used for business purposes.
  • Workers Compensation Insurance – mandatory in most states if you have employees, this insurance covers medical expenses that occur because of an accident or injury that happens to one of your employees while they’re at work.

Related: 7 Types of Insurance Your Business May Need

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