Form a West Virginia LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
Forming a West Virginia Limited Liability Company: When you form your West Virginia LLC with LegalZoom, we prepare and file your articles of organization with the West Virginia Secretary of State. We also conduct a name search for your West Virginia LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your West Virginia LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a LLC Name:Choosing a business name is one of the first steps in the process of forming your West Virginia Limited Liability Company. The name you choose:
Must contain, as the last words of the name, "limited liability company" or "L.L.C." or "LLC," "limited company" or "L.C." or "LC." The word "limited" may be abbreviated as "Ltd" and the word "company" may be abbreviated as "Co."
Must be distinguishable from any reserved or fictitious name or the name of any corporation, limited partnership, limited liability partnership or West Virginia limited liability company incorporated, organized or authorized to transact business in this state and registered with the Secretary of State
LegalZoom allow you to choose up to 3 names, in order of preference. We will conduct a name check for your West Virginia Limited Liability Company before filing to see which names are available.
Registering a Name: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: During the process of any West Virginia LLC formation, articles of organization must be delivered by one (1) or more members and filed with the Secretary of State together with the fee. State law requires that certain information be included in your articles of organization for your West Virginia LLC formation. This information must include:
The company name
The period of the LLC's duration (this period may be perpetual or for a set amount of time)
The address of the initial designated office
The name and address of the initial agent for service of process
The name and address of each organizer authorized to execute instruments on behalf of the LLC
A statement as to whether the company is to be managed by a "manager," and if so, the name and address of each initial manager
A statement as to whether one or more members are to be liable for the LLC's debts and obligations
Filing: Your LLC is considered organized once the articles of organization are filed with the West Virginia Secretary of State. A filed document must include a signature by a member, manager, organizer or fiduciary (if the LLC is the hands of a receiver, trustee or other court-appointed fiduciary) as well as the name and title (capacity) of the person signing the document.
Additionally, West Virginia LLC formation generally requires inclusion and/or consideration of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement orally or in writing to regulate the internal affairs of the LLC. The operating agreement may be amended or repealed as allowed by the agreement or applicable law.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more
Eligibility Requirements: Individual or Entity
Procedure for Membership: The member may acquire an interest in the LLC with the written consent of all members.
Resignation of Membership:Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member cannot resign from a LLC except in accordance with the operating agreement of the company
A member cannot resign before the expiration of the LLC by express will
A member's resignation is wrongful if he is expelled by judicial determination before the expiration of the LLC
A member's resignation is wrongful if he is dissociated because of bankruptcy before the expiration of the LLC
In the case of a member who is not an individual, resignation is wrongful if it willfully dissolved or terminated its existence before the expiration of the LLC
A LLC may pursue certain remedies against a resigning member for damages caused by dissociation
Contribution: The contributions of a member to the limited liability company may consist of cash, promissory notes, services performed or other agreements to contribute cash or property, or contracts for services to be performed.
Registered Agent In West Virginia
LegalZoom can also provide your business with Registered Agent in West Virginia. Every West Virginia LLC must always maintain a registered agent in West Virginia. A registered agent is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent may be either (1) an individual resident of West Virginia or (2) an in-state or out-of-state corporation or LLC authorized to transact business in West Virginia.
Registered Office: The registered office may be but does not need to be the LLC's place of business.
West Virginia Secretary of State
Once a West Virginia LLC has been created, the West Virginia Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the West Virginia Secretary of State office.
Records:Each limited liability company shall keep the following records open to inspection at its office:
Information concerning 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
Other information concerning the LLC's business or affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances
A copy of the operating agreement
Annual report for Secretary of State: A LLC must deliver to the Secretary of State an annual report that lists all of the following which must be current as of the signing date:
The name of the company 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 its principal office
The names and business addresses of any managers and the name and address of each member having authority to execute instruments for the LLC.
All reports must be delivered between January 1 and April 1 of a calendar year.
Acts That Trigger Dissolution: A limited liability company is dissolved if any of the following happen:
An event specified in the operating agreement
Consent of the members according to the number or percentage specified in the operating agreement
When there is a dissociation of a member or manager, unless either applies:
o Within 90 days, the business is continued by agreement of the remaining members that would be entitled to receive future or the majority of any distributions if the business were dissolved
o The LLC is continued under a right to continue stated in the operating agreement
An event that makes it unlawful for all or substantially all of the LLC to continue unless the illegality is cured within 90 days of notice of the illegality
Upon application by a transferee, a judicial determination that it is equitable to wind up the LLC either (1) after expiration of the duration of the LLC or (2) at any time if the LLC was at will.
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the West Virginia Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of West Virginia, covering all charges for the Secretary of State.