How to start an LLC in West Virginia?

Are you considering setting up an LLC in West Virginia? BetterLegal has developed a complete yet concise guide to help you through the process through our years of experience. The five critical steps to properly set up an LLC in West Virginia in order are:

1. Prepare by choosing a Name and Registered Agent

2. File Articles of Organization with the State of West Virginia

3. Apply for an EIN with the IRS

4. Obtain an Operating Agreement

5. Handle Ongoing West Virginia Compliance and Maintenance

What are the benefits of setting up an LLC in West Virginia?

An LLC (Limited Liability Company) is a fairly new business structure which combines the best aspects of two older structures. Corporations have existed since before the US existed, but require heavy maintenance such as quarterly meetings with officially recorded minutes, board approval and distribution of ownership, and more. On the other side of the spectrum is a sole proprietorship (or partnership if more than one person) that possesses tax benefits, but doesn't provide the owners with liability protection.

Combining the liability protection of a corporation and the tax benefits of a partnership, LLCs were created and slowly adopted by all 50 states between 1977-1998. This means that, as the owner of an LLC, you are not personally liable for any debts or obligations of the business. This can be a crucial safeguard for a sole proprietor, as transitioning to an LLC protects your personal assets, such as your home or savings, in the event that the business is sued or faces financial difficulties.

In addition to liability protection, an LLC helps establish credibility for your business. When you officially register your business as an LLC, you are signaling to the public that you are a professional and legitimate operation. This is especially important for a sole owner of a business as customers have more options than ever and are more likely to choose a company that feels more trustworthy. Any credibility you can build with your future customers is extremely important.

1. Choose a Name and Registered Agent in West Virginia

The first step in setting up an LLC in West Virginia is choosing a name for your business. The name you choose will represent your company and be used on all official documents, so it's essential to take the time to carefully consider your options.

It may seem tempting to have a very specialized name like "Irene's West Virginia Ice Cream." However, if you're still iterating on your business offering or may expand, a somewhat generalized name may work in your favor. Don't fret too much as you can always change a West Virginia LLC's name or use a nickname by filing a West Virginia DBA. More on those post-formation options can be found under Step 5: Changes and Maintenance.

It's important to choose a name that is unique and not already in use by another business. You can use the West Virginia Secretary of State's name check service to verify the availability of your desired LLC name. If you are having trouble accessing the name check service, you can also call the West Virginia Secretary of State. Call (304)558-8000 for assistance.

When choosing a name for your LLC, it's important to keep the following guidelines in mind: The LLC name must include one of these terms: Limited Liability Company, Limited Company, L.L.C., LLC, L.C., or LC; 'Limited' may be abbreviated as 'Ltd.' and 'Company' may be abbreviated as 'Co.'

When choosing a name, it's also important to consider available domain names and social handles. One of our early customers owned austineventcollective.com as well as austineventcollective across every social platform. Unfortunately, someone in Texas already had a registered "Austin Event Collective LLC" and rejected her filing.

If you’re not ready to file, it is possible to reserve your West Virginia LLC's name before officially registering your LLC with the West Virginia Secretary of State. Please note that this is an additional and separate cost from officially filing your LLC and only holds the name, so you have to decide whether reserving a name for a few months is a better option than simply setting your Effective Start Date for the future (more on this in Step 2).

Choosing a Registered Agent

The next step in setting up an LLC in West Virginia is choosing a registered agent. This person or entity will be responsible for receiving official mail from the State of West Virginia and legal documents on behalf of your business.

West Virginia doesn’t require an LLC to have a Registered Agent. But if you choose to have one, the Registered Agent must have a registered office in West Virginia. This registered office can be any type of physical business address where mail and service of process can be delivered and accepted in person. A business or office suite number will work as an adequate registered office address. P.O. boxes and virtual offices are unacceptable.

It's worth noting that this information is considered a public record and may be accessed by anyone. This means that anyone can view the names and addresses of the managers or members of your LLC by requesting a copy of your Articles of Organization from the West Virginia Secretary of State. If you are concerned about privacy, you may want to consider using a third party to act as a registered agent for your LLC rather than using your own personal information. This step helps protect your operator's and owner's privacy and shield your personal information from public view.

There are countless options for Registered Agent Service, but we believe BetterLegal provides the best value. Click here to sign up.

Some additional guidelines in West Virginia for Registered Agents: West Virginia doesn’t require an LLC to have a Registered Agent. But if you choose to have one, the Registered Agent may be an individual or a registered entity in West Virginia.

2. Prepare and File the West Virginia Articles of Organization

Once you have chosen a name and registered agent for your LLC, you'll need to file the Articles of Organization with the West Virginia Secretary of State for a fee of $100 + $30 for Business Registration Certificate which is refundable and provide a digital, scanned, or wet signature of the organizer.

Filing Options

1. Online - Go to https://onestop.wv.gov/b4wvpublic/default.aspx?pagename=interviewnode and fill out the form
2. By mail (a) Print and sign this form https://sos.wv.gov/FormSearch/Business/Limited-Liability-Company/lld-1.pdf — once your LLC is approved, you can then apply for your Business License (aka Business Registration Certificate). The fee for this is $30. (b) Mail the Articles of Organization form and prepare a check or money order for $100 and make it payable to “West Virginia Secretary of State“ SUBMIT THE COMPLETED FILING TO ONE OF THE BUSINESS CENTERS BELOW: (a) Charleston Office One-Stop Business Center 13 Kanawha Blvd. West Suite 201 Charleston, WV 25302 (b) Clarksburg Office North Central WV Business Center 153 West Main Street Suite G- Third Floor Clarksburg, WV 26301 (c) Martinsburg Office Eastern Panhandle Business Center 229 E. Martin Street Martinsburg, WV 25401

Note: If you choose to have your LLC approval documents returned via email, just send 1 signed and a completed copy of your Articles of Organization. However, if you choose to have your LLC approval documents returned via regular mail, you’ll need to send 2 signed and completed copies of your Articles of Organization to the state.

Payment Options

If filing online: You may use credit or debit card

If filing by mail: You may use check or money order

Turnaround Time

The turnaround time for LLC formation in West Virginia is advertised by the Secretary of State as twenty four (24) hours or up to two (2) business days. However, if it was by mail, it can take up to five (5) to seven (7) business days. Keep in mind that this can take longer based on state examiner’s workload at the time of filing. BetterLegal's internal experience with West Virginia is one (1) to two (2) business days from the date of payment receipt, as long as the filing request was received during BetterLegal's operating hours (Monday to Friday from 9 a.m. to 7 p.m. EST). Expedited services are available. There are three options:

1. 24-Hour Expedite (Additional $25.00 fee)
2. 2-Hour Expedite (Additional $250.00 fee)
3. 1-Hour Expedite (Additional $500.00 fee)

Please note that the Secretary of State's office in West Virginia is closed on weekends and state holidays. The office is open from 8:00am to 5:00pm, Monday through Friday.

Also note, that you should not apply for an EIN (Step 3) until West Virginia has approved and delivered your Articles of Organization in case your LLC's name is rejected.

Setting a Future Effective Date

If you want to set a future "start date" for your LLC, this the date when you submitted your LLC application or a future effective date that may not be more than ninety (90) days from the date of filing. in the State of West Virginia.

Address Requirements

In West Virginia, you're required to provide Principal Office Address, Mailing Address, Registered Agent Address If you want your address information to be private rather than public record, make sure your Registered Agent allows for all addresses. BetterLegal's $90/year service provides full privacy.

State's Mailing Address: The Mailing Address can be in West Virginia or in any state, or it can be an international address.

Manager Information

The Manager's Information section of your LLC's Articles of Organization may include the names and addresses of the managers or members of your LLC. Here is extra information West Virginia will want to know about your Managers:

1. Management Type - Is your LLC manager-managed or member-managed?

2. Manager's Name - It may be an individual or non-individual manager. Members and managers may be individuals, partnerships, corporations, and any other type of legal entity. However, for non-individual managers, there must be an authorized representative to sign the LLC's articles of organization.

3. Manager's Address - This may be a business or post office box address, especially if privacy concerns are an issue. Note that a document on file with the secretary of state is a public record that is subject to public access and disclosure.

4. SSN - First Manager (or any of the managers whose SSN is used for EIN application. Check EINs sheet since SSN will be required)

Receiving your documents

After the Articles of Organization has been filed and accepted by the West Virginia Secretary of State, the LLC is officially formed. Here's what West Virginia will provide back to you based on your method of submission: If filed online, you will receive an email notification containing the link to the state website to download the approved documents.

If by mail, approved documents will be mailed to the return address

The official deliverables will include: the following documents:

1. Six-page document — Copy of the approved Articles of Organization
2. Certificate of Organization"

You should keep a copy of the Articles of Organization for your records and use it to open a bank account, apply for business licenses, and conduct other business.

What if my filing is rejected?

If your filing is rejected, you'll receive information from the West Virginia Secretary of State explaining the reason for the rejection. You can then make the necessary corrections and resubmit your documents. You need to refile.

Additional information

3. Apply for an EIN from the IRS

Obtaining an Employer Identification Number (EIN) is a crucial step in starting an LLC in West Virginia because banks require it to open a business bank account and the IRS requires it to pay taxes. So if you plan on making money, you'll need one. You don't need to employ anyone to need an EIN, it's simply a poor name choice by the IRS for what is essentially your LLC's Social Security Number or Tax ID.

An EIN is a unique nine-digit number assigned by the Internal Revenue Service (IRS) to identify a business for tax purposes and formatted as 12-3456789. EINs are free to get from the Internal Revenue Service's website, but can be tricky if you're not careful when answering their questions.

An EIN is a Tax ID for the federal government, it is not your Tax ID for the State of West Virginia.

Here are some key points to keep in mind when obtaining an EIN for your LLC:

• A Sole Proprietorship's EIN cannot be transferred to your West Virginia LLC.
• A Manager or Member must provide their personal information to link the EIN to your West Virginia LLC.
• You cannot use an existing business' information for an EIN since a business doesn't have a Social Security Number.
• If you're not a US citizen that is in possession of an SSN, you will need to first obtain an ITIN before applying for an EIN through a paper filing.
• Once the EIN is obtained, it must be included on all federal tax returns and other documents that require the business's tax identification number.
• Keep a copy of the EIN confirmation letter for your records.

It's important to note that the EIN is for tax purposes only and does not give any rights or privileges to the holder.

The turnaround time for an EIN is instant and the fee is $0. However, the IRS’ website that generates EINs only works normal business hours EST, so it’s a good idea to plan ahead if getting this item is time sensitive. Also note, that you should not apply for an EIN until West Virginia has approved and delivered your Articles of Organization in case your desired business name is rejected.

4. Obtain an Operating Agreement

An operating agreement is an important document for any LLC, as it lays out the rights and responsibilities of the members (owners), as well as the management structure of the LLC. It's not a mandatory document filed with the State of West Virginia, but it's highly recommended to have notarized as it can help prevent disputes and misunderstandings among members later on.

While it's your preference to decide whether the West Virginia LLC is manager-managed or member-managed, BetterLegal prefers to set up LLCs as manager-managed since an individual can be both a manager and a member. If a manager/member wants to become passive at a later stage of the company and the Operating Agreement is set up as member-managed, then it opens up a can of worms that could have been avoided by retaining the separation of duties from the beginning.

Here are some key points to keep in mind when creating an Operating Agreement for your LLC:

• Identify the members of the LLC and their respective ownership percentages.
• Outline the decision-making procedures, such as how many members must be present for a meeting to be considered quorate and how many votes are required to pass a resolution.
• Specify the process for admitting new members or removing existing members.
• Include information about how profits and losses will be distributed among members.
• Set out the procedures for amending the Operating Agreement and dissolving the West Virginia LLC.

This is an important document for a West Virginia Limited Liability Company and is too often overlooked or skimped on. If setting up a single-member LLC, be wary of professionals that charge hundreds or thousands of dollars for a single-page document. We have seen attorneys charge $3500 for a simple document providing zero ability for supporting multiple owners in the future. While you may start as a sole owner, that may not always be the case. It's best to plan ahead during these early phases before the grind of entrepreneurship sets in.

We've also seen instances where an individual helping with the business early on later claims ownership upon the business' later success. Never refer to someone paid or unpaid as a "partner" in public, especially if you don't have a signed and notarized Operating Agreement in place.

If you're setting up your West Virginia LLC on your own and need an Operating Agreement, BetterLegal can provide one for a reasonable fee.

The Operating Agreement should be reviewed periodically and updated to ensure that it accurately reflects the current state of the West Virginia LLC.

5. State Compliance and Maintenance

As an LLC in West Virginia, you'll need to comply with certain West Virginia regulations.

This includes, but not limited to:

• Obtaining any necessary licenses and permits
• Keeping records of your business's financial transactions
• Staying on top of West Virginia's Annual Report
• Notifying the State of changes to your LLC

Commonly Asked Questions

Can I file an LLC in West Virginia myself?

You can file an LLC in West Virginia yourself by visiting the West Virginia Secretary of State's website and submitting the necessary paperwork and fees. The process involves filling out the Articles of Organization and paying a filing fee. Additionally, you will need to choose a unique name for your LLC and appoint a registered agent for your business. Once you have completed the necessary steps and paid the filing fee, you can submit your application to the state for review and approval.

How much does it cost to file an LLC in West Virginia?

The cost to file an LLC in West Virginia is $100 + $30 for Business Registration Certificate. This fee is for filing the Articles of Organization with the state and is refundable. You may also need to pay additional fees for obtaining a registered agent or for expediting the processing of your application.

Can you file an LLC in West Virginia for free?

No, there is a fee to file an LLC in West Virginia. The fee for filing an LLC is $100 + $30 for Business Registration Certificate and is refundable. You may also need to pay additional fees for obtaining a registered agent or for expediting the processing of your application.

How fast can you get an LLC in West Virginia?

The turnaround time for LLC formation in West Virginia is advertised by the Secretary of State as twenty four (24) hours or up to two (2) business days. However, if it was by mail, it can take up to five (5) to seven (7) business days. . This turnaround can take longer based on state examiner’s workload at the time of filing.

Can I file for an LLC in West Virginia Online?

Yes, you can file for an LLC in West Virginia online through the West Virginia Secretary of State's website. The process involves filling out the Articles of Organization, choosing a unique name for your LLC, and appointing a registered agent. Once you have completed the necessary steps and paid the filing fee, you can submit your application to the state for review and approval.

What is the minimum number of members in a West Virginia LLC?

The minimum number of members in an LLC is one. An LLC can have any number of members, and the members can be individuals or other entities such as corporations or other LLCs.