A limited liability company (LLC) offers liability protection and tax advantages, among other benefits for small businesses.
LLC formation in West Virginia is easy. Just follow these seven steps, and you'll be on your way.
1. Name Your West Virginia LLC
You'll need to choose a name to include in your articles before you can register your LLC.
Names must comply with West Virginia's naming requirements. The following are the most important requirements to keep in mind:
- Your business name must include the words Limited Liability Company, LLC, or L.L.C.
- Your name must be different from an existing business in the state. You can conduct a search on the Secretary of State's website to determine if a particular business name is in use. For name availability in West Virginia, check this link.
- The business name cannot contain words used to name a government agency (i.e., State Department, CIA, FBI, Treasury, etc.)
- Certain restricted words (bank, lawyer, attorney, credit union, etc.) may require additional documentation and licensure paperwork.
See a complete listing of West Virginia's naming rules.
- URL availability. Even if you don't think you'll need a webpage, you probably will. At the very least, you should reserve the option of having one in the future by buying your domain name now. Before finalizing your LLC name, it's a good idea to check if the URL is available.
- Reserve your name. If you aren't ready to register your LLC but are concerned your name might be taken by someone else, you can reserve it for a small fee. In West Virginia, names may be reserved for up to 120 days by paying the fee and submitting the proper form to the state authority.
2. Choose Your Registered Agent
West Virginia requires you to appoint a registered agent for your LLC.
A registered agent is the person or entity authorized to receive service of process and other official legal documents and notices on behalf of your LLC. This is the person or entity who will receive legal documents, government correspondence, tax forms, as well as notice of lawsuits on the LLC's behalf.
A registered agent can be a person (including yourself or an employee of your LLC) or an entity that offers a registered agent service. They must meet the following criteria:
- Entities (or companies) must provide registered agent services.
- The agent must have an address in West Virginia.
- The agent must be on-site and available to accept documents during regular business hours.
3. Prepare and File Articles of Organization
The Articles of Organization is a document that officially establishes your LLC by laying out basic information about it.
Prepare Articles of Organization and file them with the West Virginia State Corporate Commission to properly register your West Virginia LLC. Though it sounds like a big job, that simply means filling out a relatively simple online form and submitting it. You can also send it by mail.
To prepare your articles, you'll usually need the following information:
- Your LLC name.
- Your LLC's website and email address
- The name and address of your registered agent.
- The purpose of the LLC.
- Whether the applicant of the LLC owns or operates more than one business in the state
- An LLC's duration or time period over which the LLC will exist. In most cases, LLCs are perpetual, meaning the duration is indefinite. A perpetual LLC can be dissolved voluntarily or involuntarily. If your LLC exists for a purpose that will end at a specified date, you will specify that date here.
- Management structure: Will its members or managers manage the LLC?
- Whether the LLC's members will assume the liability for the LLC's debts
- The person forming the LLC is required to sign the Articles.
- The effective dates of the Articles (upon filing or a later date)
- Whether the LLC is a scrap metal dealer
- Whether the LLC is veteran-owned
Once you file your Articles, the secretary of state will review the filing. If the articles are approved, the LLC becomes a legal business entity. In West Virginia, you submit your application via email, regular mail, fax, online, or in person.
4. Receive a Certificate From the State
The state will issue you a certificate that confirms the LLC formally exists after the LLC's formation documents are filed and approved. Filing online is the quickest way to receive your certificate.
This certificate will allow the LLC to obtain an Employer Identification Number (EIN), business licenses, and business bank account.
5. Create an Operating Agreement
An operating agreement is a document that outlines the way your LLC will conduct business.
West Virginia does not require an operating agreement, but it is an essential component of your business. Having a readily accessible, written operating agreement is helpful for various reasons, including settling disputes that may arise over financial agreements and other potential litigation. Without an agreement in place, the courts make determinations based on state law, not necessarily what is in the best interest of the LLC and its members.
The operating agreement can include, but is not limited to, the following:
- LLC's name and principal address
- Duration of the LLC
- Name and address of the registered agent
- Information about the Articles of Organization
- Purpose of the business
- Members and their contribution
- The way profits and losses will be divided
- Procedure for admitting new members, as well as outgoing members
- Management of the LLC
- Indemnification and liability clauses
6. Obtain a West Virginia Business Registration Certificate
West Virginia businesses must register with the state tax department and pay the requisite fee before commencing business activities in the state. This includes domestic and foreign LLCs.
7. Get an Employer Identification Number
The nine-digit Employer Identification Number (EIN) is assigned by the Internal Revenue Service to identify your LLC for taxes. You can obtain your EIN by mail or online through the IRS.
The purpose of an EIN is to assist with the following:
- File and manage taxes at the state and federal level
- Open a business bank account.
- Hire employees.
Registering your LLC gives you a legal foundation to conduct business. Plan to keep your LLC compliant and in active status on the state's website.
Every LLC transacting business in West Virginia must file an annual report with the Secretary of State and pay a fee. You must file the report between January 1 and July 1 of each year following the calendar year in which the LLC began business.
The LLC must pay quarterly tax payments. You also need to maintain a registered agent for your business.
A registered LLC also makes it possible for you to do the following:
- Obtain permits or licenses necessary to operate your business, including health department permits, zoning permits, home occupation permits, professional licenses, and more. Some states require a seller's permit to conduct sales.
- Register your business with the state's tax agency.
- Open a business bank account.
- Apply for a business credit card.
- Purchase insurance for your business.
- Protect your name and logo with a trademark.