How To Fill Out The West Virginia Articles of Organization
If you’re looking to form a Limited Liability Company in West Virginia, the Articles of Organization is the name of the document that needs to be filed with the West Virginia Secretary of State – Corporations Division. After the LLC is officially recognized by the state, it can officially begin conducting business.
Whether this is your first time starting an LLC, or you need a refresher, I’ll walk you through the steps of filling out the Articles of Organization, and answers along the way, so you can get your LLC off the ground.
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Steps To Fill Out The West Virginia LLC Articles Of Organization
The West Virginia Articles of Organization is the official document filed with the West Virginia Secretary of State to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To form a West Virginia LLC, you will need to submit the Articles of Organization, by either downloading and filling out Form LLD-1 or filing on the West Virginia Secretary of State’s website.
The filings ask similar questions, however I’ll go over the steps of filling out the Articles of Organization via the paper form.
Step 1: Pick a Name for the LLC
The first step in filling out the West Virginia Operating Agreement is to pick a business name.
There are a few requirements when choosing a West Virginia LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of West Virginia. You can verify name availability by doing a West Virginia LLC name search with the West Virginia Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
– Ltd. Liability Company
– Ltd. Liability Co.
– Limited Company
– Ltd. Company
– Ltd. Co.
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Secretary of State will return your application.
Step 2: Designate the 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.
Step 3: Provide the Address of the Principal Office
The address of the Principal Office may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address must be used for the Principal Office as PO Boxes are not acceptable.
Step 4: Indicate the Designated Office
The Designated Office is the physical address where the business will operate. Unlike the Principal Office, this address has to be in West Virginia, but still 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: Appoint a Registered Agent
Unlike most states, a West Virginia Registered Agent is not a requirement for West Virginia LLCs. The Registered Agent is a party that is physically located in the state of West Virginia that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of West Virginia and is generally available during business hours, they may act as the Registered Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a Registered Agent Service can also act as the LLC’s Agent.
Step 6: Enter a Primary Email Address
Enter an email address that is regularly checked as this address will receive important notices from the Secretary of State such as annual report reminders.
Step 7: Enter a Business Website
This optional section asks for the website of the business.
Step 8: Indicate the Number of Businesses Owned in West Virginia
This optional section asks if you own or operate more than one business in the state of West Virginia.
Step 9: List the Names of the Organizers
The Organizer is someone who is involved with the LLC formation. The Organizer may or may not be a member, such as a mentor, attorney, or accountant, but any of the initial member(s) could be listed as an Organizer.
There must be at least one Organizer listed. Provided the name and address of each Organizer.
Step 10: Choose the LLC Duration
This section allows for the election of a termination date. This is not a common election and most will check that this is an At-Will company and plans to conduct business for an indefinite period of time.
Step 11: Select the Management Structure
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC means the Members are involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
If the LLC will be Manager-Managed, check the box and enter the Manager’s name and address.
Step 12: Indicate the Member’s Liability
This section asks whether the LLC members are liable for the debts, obligations, and liabilities of the LLC. Selecting “No” means all LLC debts, obligations, and liabilities are obligations to the LLC. Choosing “Yes” means members are liable for the LLC’s debts, obligations, and liabilities.
If you select “Yes,” be sure to have written consent from the LLC Members saved with the company records.
Step 13: Describe the Purpose of the LLC
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.
Step 14: Indicate if the LLC is a Scrap Metal Dealer
Select “Yes” to indicate the LLC is a scrap metal dealer if the business provides these services.
Step 15: Include Any Additional Provisions
This is an optional section should additional information regarding the operation or regulation of the LLC needs to be included.
Step 16: Enter the Number of Attached Pages
Enter the total number of attached pages included with the Articles of Organization.
Step 17: Choose an Effective Date
The Articles of Organization provide an option to choose an effective date (start date) up to 90 days in the future.
Some will delay the effective date of the LLC if they aren’t ready to start the business, but want the filing out of the way or if they are close to the end of a calendar year and won’t begin any activities until the following year.
By default, the effective date is the day the Secretary of State files the formation paperwork. Otherwise, enter a different start date.
Step 18: Indicate if the LLC is Veteran-Owned
West Virginia LLCs that are at least 51% Veteran Owned will have their LLC fee waived.
Attach Veteran Affairs Form DD214 for any Veteran owners.
Step 19: File the Articles of Organization
An authorized LLC Member will review the Articles of Organization to ensure they are correct and sign the document.
The completed Articles of Organization and state filing fee will be sent to one of the three state Business Service Centers:
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
This material is property of StartingYourBusiness.com
West Virginia LLC FAQs
How much does it cost to form an LLC in West Virginia?
The state filing fee to start an LLC in West Virginia is $100.
How long does it take to get an LLC approved in West Virginia?
It normally takes 5-10 after receiving the Articles of Organization for the West Virginia Secretary of State’s office to process the paperwork.
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
How much does an LLC cost per year in West Virginia?
Each year, an annual report and $25 filing fee must be submitted to the West Virginia Secretary of State.
Do you need a registered agent in West Virginia?
All corporations and LLCs in West Virginia are required to have and maintain a registered agent.
The registered agent is a party that is physically located in the state of West Virginia that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Does West Virginia require an LLC to have an operating agreement?
West Virginia Statute § 31B-1-103 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Do you need a business license if you have an LLC in West Virginia?
The requirements for business licenses and registrations in West Virginia are based on what the business does and where it’s located, and not the type of business entity.
Here is a list of common business licenses in West Virginia.
Do West Virginia LLCs need an EIN?
Only West Virginia LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN