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Form an LLC in West Virginia.

$49 + State Fee & 1st Year FREE Registered Agent

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Your LLC’s Name

Your new LLC’s name must be distinguishable all other West Virginia business names registered or reserved with the Secretary of State’s office. The LLC’s name must include, at the end of the name, “Limited Liability Company,” (or “LLC” or “L.L.C.”) or “Limited Company” (or “LC” or “L.C.”). The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.”

You can reserve an available LLC name for up to 120 days for a $15 fee.

Articles of Organization

Forming your new West Virginia LLC means that you have to file articles of organization. The articles of organization must be executed (signed) by one or more members and delivered, along with an exact copy and the $100 filing fee, to the Corporations Division of the Secretary of State’s office. The articles must include:

  • The LLC’s name
  • The LLC’s duration (may be “perpetual” or for a certain period of time)
  • The address of the initial designated (called “registered” in most states) office
  • The name and address of the initial registered agent
  • The name and address of each organizer authorized to execute instruments on the LLC’s behalf
  • Whether the company will be managed by a “manager,” and if so, the name and address of each initial manager
  • Whether any member(s) are to be liable for the LLC’s debts and obligations

Your LLC is considered officially “organized” once the original and a copy of the articles of organization are delivered with the fee to the Secretary of State’s Corporations Division. The articles can also list other items—even ones that are included in the operating agreement—if the members so desire, as long as they don’t conflict with state law.

Registered Agent and Office

A West Virginia LLC must have a registered agent in the state—someone to receive official state legal and administrative correspondence on behalf of the LLC. The registered office may be—but is not required to be—the LLC’s place of business.

The LLC’s registered agent may be an individual West Virginia resident or an in-state or out-of-state corporation or LLC authorized to conduct business in the state.

Operating Agreement

Another critical document is the LLC’s operating agreement, which can be changed by the members as set forth by the agreement itself or applicable state law. Having an operating agreement is not legally required by the state, but it’s a vitally important internal document that sets forth how the LLC will run.

The operating agreement needs to list the LLC’s members, how much each one has invested, how any profits will be distributed, and how much relative weight each member has when voting.

The operating agreement may also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Frequently, though, it does restate operating constraints and allowances already contained in state law and policy.

Membership in the LLC

A West Virginia LLC must have at least one member, and each member must be a natural person or a recognized business entity. A member can acquire an interest in proportion to their contribution, by the consent of all members, or in some other manner provided for in the articles of organization or operating agreement.

Becoming a member usually requires a contribution of cash, property, services rendered to the LLC, a promissory note or obligation to contribute one of these, or an assignment of a current member’s interest.

An LLC member can only resign as permitted in the LLC’s operating agreement. A member’s resignation is considered “wrongful” if he or she is expelled by a court order before the LLC’s expiration, or if he or she is dissociated due to bankruptcy (again, before the expiration of the LLC). If the member is a business entity and not an individual, willfully dissolving or terminating the member/entity’s existence is also considered a wrongful resignation. An LLC can pursue legal remedies against a former member who resigns wrongfully.

Unless the articles of organization or the operating agreement state otherwise, managers are to be elected by the members, and managers can be removed and vacancies filled by a majority vote of the members. Members’ votes are weighted proportionate to their contributions to the LLC.

Ongoing Requirements

A West Virginia LLC must deliver a report each calendar year between 1 January and 1 April to the state Secretary of State that lists the following:

  • The LLC’s name and the state or country under whose law it is organized
  • The address of its designated office, if any, and the name and address of its agent for service of process in this state
  • The address of the LLC’s principal office
  • The names and addresses of manager(s)
  • The name and address of each member having authority to execute instruments for the LLC.

Additionally, each West Virginia LLC must keep the following records open for inspection at its office:

  • Information about the company’s business or affairs reasonably required for the proper exercise of the member’s rights and performance of the member’s duties under the operating agreement or law
  • Information about the LLC’s business or affairs, except to the extent the information demanded is unreasonable or otherwise improper under the circumstances
  • A copy of the LLC’s operating agreement, if any

Dissolution

A West Virginia LLC is dissolved when any of the following events occurs

  • Event(s) or a time specified in the articles of organization or operating agreement
  • Written agreement by the number or percentage of members required by the operating agreement to dissolve
  • Event or court order that makes it illegal for the LLC to continue
  • When a member or manager dissociates, unless the business is continued within 90 days

Taxes

An LLC by its nature does offer some tax advantages over a corporation structure, including access to more deductions, since the LLC is not required to be a separate tax entity in the same way as a corporation. Instead, it is considered a “pass-through entity” for tax purposes, meaning LLC owners report business profits and losses on their individual tax returns.

West Virginia’s personal income tax system is made up of five brackets with a top rate of 6.5 percent that kicks in at an income level of $60,000. Among states with personal income taxes, West Virginia’s top rate ranks 18th highest nationally.

Learn more about forming an LLC in West Virginia

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silver

$49

+ $125 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

FREE Registered Agent for 1st Year Registered Agent service includes 1 full
year not the typical 6 months that some
of our competitors advertise.

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Gold

$149

+ $125 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $125 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a West Virginia LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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