How to Form an LLC in West Virginia

Here are the steps you need to take to form an LLC in West Virginia. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC.

1. Choose a Name for Your LLC

Under West Virginia law, an LLC name must contain the words "Limited Liability Company" or "Limited Company," or the abbreviations "L.L.C.," "LLC," "LC," or "L.C." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the West Virginia Secretary of State. Names may be checked for availability at the West Virginia Secretary of State business name database.

You may reserve a name for 120 days by filing an Application for Name Reservation (Form NR-1) with the West Virginia Secretary of State. The reservation must be filed by postal mail. The filing fee is $15.

2. File Articles of Organization

A West Virginia LLC is created by filing Articles of Organization (Form LLD-1) with the Secretary of State. The articles must include: the LLC's name and address; the name and address of the LLC’s registered agent; the name and address of each organizer; the effective date of formation; whether the LLC's term of existence is perpetual or limited; whether the LLC will be member-managed or manager-managed; the LLC's purpose; and whether the LLC members will assume liability for LLC debts. The articles may be filed online at the Business4wv website, or by postal mail. The filing fee is $100.

3. Appoint a Registered Agent

Every West Virginia LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be an West Virginia resident or a corporation or LLC authorized to do business in West Virginia. The registered agent must have a physical street address in West Virginia.

All of the paperwork and procedural steps to start a limited liability company in West Virginia can be done online using Nolo's West Virginia Online LLC Formation application.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in West Virginia, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.

5. Publication Requirements

None.

6. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

West Virginia Business Registration Certificate: Every business in West Virginia must register with the West Virginia State Tax Department and pay a $30 fee before commencing business activities in the state. This includes domestic and foreign LLCs. LLCs may register online at the Business4WV website or by postal mail using Form WV/BUS-APP. A blank registration form and detailed instructions are contained in the booklet Applications and Instructions for Business Startup available online from the Office of Business Registration.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. For details, consult the booklet West Virginia Office of Business Registration Applications and Instructions for Business Startup.

7. Annual Report

Every domestic and foreign LLC transacting business in West Virginia must file an annual report with the Secretary of State and pay a $25 filing fee. The report must be filed between January 1 and June 30 of each year following the calendar year in which the LLC began business. Annual Report notification is mailed or emailed by Secretary of State in January each year. The report should be filed online at the Business4wv website.

8. Foreign LLCs Doing Business in West Virginia

To do business in West Virginia, all LLCs organized outside of the state must register with the West Virginia Secretary of State. Foreign LLCs must appoint a registered agent for service of process. The agent may be a West Virginia resident, or a business entity authorized to do business in West Virginia.

To register, file a Application for Certificate of Authority of Limited Liability Company (Form LLF-1) with the Secretary of State.The application may be filed online at the Business4WV website, or by postal mail. The filing fee is $150 .

The completed application must be accompanied by a certificate of existence or good standing from the foreign LLC’s home state.

Before filing, make sure the LLC’s name is available in West Virginia by checking the state's business name database. If the name is not available in West Virginia, you should do the following:

• select a name as a DBA (“doing business as”) which your LLC wants to use in West Virginia and be sure to include one of the required terms
• make certain that name is available, preferably by reserving it in advance, and
• arrange for the LLC's managers or members to make a resolution adopting the fictitious name, and attach a copy to the filing.