How to Form an LLC in West Virginia

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

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.
2. Appoint a registered agent.
3. File Articles of Organization.
4. Prepare an operating agreement.
5. Comply with tax and regulatory requirements.
6. File annual reports.

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.

2. 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 a West Virginia resident or a corporation or an LLC authorized to do business in West Virginia. The registered agent must have a physical street address in West Virginia.

3. 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
• whether the LLC is a regular or professional LLC
• the LLC's address
• the name and address of the LLC's registered agent
• the LLC's email address
• the LLC's website address
• whether the applicant owns or operates more than one business in the state
• the names and addresses of the LLC's organizers
• whether the LLC's term of existence is for an indefinite period or limited to a term of years
• whether the LLC will be member-managed or manager-managed
• the names and addresses of the members (if member-managed) or of the managers (if manager-managed)
• whether the LLC members will assume liability for LLC debts
• the LLC's purpose
• whether the LLC is a scrap metal dealer
• the effective date of the articles--upon filing or a later date
• whether the LLC is veteran-owned, and
• the signature of an organizer.

The articles may be filed online at the WV One Stop Business Portal, or by postal mail. The filing fee is $100.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in West Virginia, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

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

5. 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 WV One Stop Business Portal or by postal mail using Form WV/BUS-APP. Detailed instructions are contained in the booklet Applications and Instructions for Business Startup, available at the West Virginia State Tax Department. For more information, see Nolo's article West Virginia LLC Annual Filing Requirements.

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 local licenses, check with the clerk for the city where the LLC's primary place of business is located (or county clerk if it is in an unincorporated area). For state license information, check the guide at the WV One Stop Business Portal. For more information, see Nolo's article How to Get a Small Business License in West Virginia.

6. 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 July 1 of each year following the calendar year in which the LLC began business. An Annual Report notification is mailed or emailed by the Secretary of State in January each year. The report may be filed online at the WV One Stop Business Portal, or the Annual Report form may be filed by mail. For more information, see Nolo's article West Virginia LLC Annual Filing Requirements.

7. 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 an 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 WV One Stop Business Portal, 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.