Create an LLC in West Virginia

An LLC is a straightforward business structure that provides legal protection to business owners by separating their personal assets from their business debts. In addition, LLCs generally benefit from a lower tax rate than corporations.

However, creating an LLC can be challenging depending on your location, as the formation process, filing fees, and ongoing legal obligations can vary from state to state.

In West Virginia, the process of forming an LLC follows a standard procedure that is common to most states. However, all businesses operating in West Virginia must first obtain a business registration certificate from the State Tax Department before commencing operations in the state.

To avoid any errors in the filing process, follow these steps to establish an LLC in West Virginia.

To name your LLC in the State of West Virginia, there are two primary guidelines to follow:

The name must not be the same as any existing business entities on file with the West Virginia Secretary of State.

The name must include one of the following phrases or abbreviations:

1. "Limited Liability Company"
2. "Limited Company"
3. "LLC"
4. "L.L.C."
5. "LC"
6. "L.C."

You may use "Co." and "Ltd." instead of "Company" and "Limited," respectively.

To ensure that your desired name is available, search the West Virginia Secretary of State Business Organization Search.

To reserve your name for 120 days, file an Application for Name Reservation by postal mail with the West Virginia Secretary of State. This step will protect your LLC name from being used by other businesses before you can legally form your business in the state.

The fee for filing the application is $15.

Designating an Agent of Process is a crucial task for managing your LLC. In other states, this role is commonly referred to as a Registered Agent.

If you fail to appoint an Agent of Process, the Secretary of State will act as one on behalf of your business and receive any legal summons served to your company.

An Agent of Process is an individual or business entity responsible for receiving significant tax forms, legal documents, lawsuit notices, and official government correspondence on behalf of your business.

Consider your Agent of Process as your business's primary point of contact with the state. To be qualified as an Agent of Process, the individual or business entity must be a resident of West Virginia or a corporation authorized to conduct business in the state. You may also choose an individual within your own company, including yourself.

The Articles of Organization is a critical document for establishing your West Virginia LLC, containing basic information about the company.

To register your LLC properly, file the Articles of Organization with the West Virginia State Corporate Commission, which costs $100 to file.

Some key pieces of information you will need to provide are:

• LLC name
• LLC website and email address
• Registered agent's name and address
• LLC's purpose
• Whether the applicant owns or operates more than one business in the state
• LLC's duration (whether it is perpetual or has a specified end date)
• Management structure (whether it is member-managed or manager-managed)
• Liability assumption for LLC's debts
• Signature of the person forming the LLC
• Effective dates of the Articles
• Whether the LLC is a scrap metal dealer or veteran-owned

Once the Articles are submitted, the secretary of state will review the filing. Upon approval, the LLC becomes a legal business entity. You can submit the application via email, regular mail, fax, online, or in person.

Receive a Certificate from the State

Once the LLC's formation documents are filed and approved, the state will issue a certificate confirming the formal existence of the LLC.

Filing the documents online is the fastest way to receive the certificate, which will enable the LLC to obtain important identifiers such as an Employer Identification Number (EIN), business licenses, and a business bank account.

An operating agreement is a document that outlines how your LLC will operate. It details all the rules, procedures, and regulations that all members and/or managers must abide by. West Virginia law doesn’t require you to file an agreement; however, creating one and having all members sign it can help protect personal assets and your company.

The agreement can even help solve future issues between members.

A West Virginia operating agreement can include information such as:

• Each member’s initial investment in the company
• Distribution of profits
• Member succession plans
• What events may cause the dissolution of the LLC and how to handle the dissolution

To operate in the United States, all newly established LLCs, except for single-member LLCs, are required to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).

Similar to a social security number for an individual, this nine-digit number is essential for tasks such as income tax payment, tax return filing, and opening business bank accounts.

You can conveniently apply for an EIN online through the IRS website without incurring any filing fees.

To comply with state regulations, both domestic and foreign LLCs engaged in business within West Virginia are required to file an annual report and pay a $25 filing fee.

This report should be submitted between January 1 and July 1 of the year after the LLC began business. The Secretary of State sends out a notification of the annual report in January each year via mail or email.

The report may be filed easily online through the WV One Stop Business Portal, or a paper copy of the Annual Report Form may be mailed in.

The process of obtaining business licenses and permits after forming an LLC is an important step before starting operations. The most common registrations that may be required include:

• Business Registration Certificate: All LLCs must obtain a Business Registration Certificate, also known as a Business License, from the West Virginia State Tax Department. To register for a West Virginia Seller's Permit, you must use Form WV/BUS-APP.
• Business License: In some cities, businesses are required to obtain a license before commencing operations.
• Professional License: Certain services, such as barbershops, accountants, salons, and others, require licenses. Professionals going into business can opt to form a Professional Limited Liability Company (PLLC or Professional LLC), which offers more options in naming the LLC. The steps to form a PLLC are similar to those for an LLC.