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.
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:
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.
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.
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.
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.
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:
Additionally, each West Virginia LLC must keep the following records open for inspection at its office:
A West Virginia LLC is dissolved when any of the following events occurs
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.
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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.
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EIN / Tax ID Number
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Personalized Operating Agreement Includes most common provisions to protect members from liability
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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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