How to Form an LLC in West Virginia in 7 Steps
By Jordan Walker, J.D. | Legally reviewed by Catherine Hodder, Esq. | Last reviewed May 24, 2024
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When you begin to make business plans for your limited liability company (LLC), you'll need to know the requirements to start an LLC in your state. The specific process for LLC formation resides within each state's business statutes.
Whether you envision a large or small business, once you understand the process for forming a West Virginia LLC, you can get a startup going on your own! Business owners who decide on an LLC as their business structure can use a simple step-by-step process to form their business.
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7 Steps to Forming an LLC in West Virginia
Name Your LLC
The name that you choose for your LLC is important because it affects how potential customers view your business. Your West Virginia LLC name is also essential because you'll need to make sure it complies with state laws. Under West Virginia law, your LLC name must contain one of the following terms, phrases, or abbreviations:
- Limited Liability Company
- Limited Company
- LLC
- L.L.C.
- L.C.
- LC
“Limited" may be abbreviated to “Ltd." and “Company" may be abbreviated as “Co."
Additionally, you must make sure that the name you choose for your business is distinguishable from all other names registered or reserved with the state of West Virginia.
To find out if the name you'd like to use for your business is available, you need to check the West Virginia Business Database for name availability. If you find out through your name search that the name you'd like to use is already taken, come up with a different name. If you settle on a name you'd like for your LLC, but you're not yet ready to file, you can do a name reservation.
Get a Registered Agent
You'll need to select an “agent for service of process" who can accept papers, legal documents, and other important notices on behalf of your LLC. Your registered agent must be a resident of West Virginia or a corporation authorized to do business in West Virginia. Your West Virginia registered agent must also be available during regular business hours and have a physical street address in the state of West Virginia. P.O. Boxes used for a mailing address are not acceptable. You may want to use a registered agent service company to help ensure you receive important mail.
File Your Articles of Organization
To register your new LLC, you have to file articles of organization with the West Virginia Secretary of State's Business and Licensing Division. You can file online with the West Virginia Secretary of State's One Stop Business Portal. Or you can download the articles of organization form and file it by mail or in person.
To complete the form, you need the following information:
- Name and principal address for the LLC
- Name and address of the agent for service of process
- Name and address of each organizer
- Purpose of LLC
- Name and address of any members or managers (if applicable)
The state fee for filing your articles of organization to register your LLC is $100. If your business is owned by a veteran or a West Virginia resident young entrepreneur (age 18-29), you can apply to waive the fee.
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Draft an Operating Agreement
LLCs are not required to have an operating agreement under West Virginia law. An LLC operating agreement is a written agreement between members of an LLC devised to regulate the internal business activities of the LLC. An operating agreement can include:
- Business purpose
- Members' capital investments and ownership interests
- Allocation of profits and losses
- Procedures for meetings, voting, and admitting new members
If your LLC has multiple members or managers, a West Virginia LLC operating agreement can govern whether the business is managed by the members themselves (member-managed), by one or more managers (manager-managed), or shared among members and managers.
Get an EIN
LLCs can quickly register for a free EIN (Employer Identification Number) with the IRS (Internal Revenue Service) by visiting the IRS website. An EIN is similar to someone's Social Security number but is used to identify a business. You'll need an EIN to hire new employees and open up a business bank account.
Set Up Business and Tax Accounts
Before conducting business in West Virginia, your LLC must register with the West Virginia State Tax Department to report and pay state taxes. You can create a MyTaxes account through the Tax Department's website to file and pay taxes electronically. You can also set up a one stop business portal account through the Secretary of State's website to maintain your business in West Virginia and submit any reports, changes, or updates to the state.
File Beneficial Ownership Information Report (BOIR)
Your West Virginia LLC is legally required to file a Beneficial Ownership Information Report (BOIR) with FinCEN. The BOIR is a new requirement under federal law. Your LLC's filing deadline is based on when you create your LLC.
- If you create your LLC in 2024, you must file within 90 days from the day your LLC receives actual notice of its creation/registration, or 90 days from the day it receives public notice of creation/registration. Whichever date comes first is your LLC's deadline.
- If you form your LLC after January 1, 2025, you need to file within 30 calendar days from the date you receive actual or public notice of the LLC’s creation/registration.
Filing a BOIR is a straightforward process. To get started, visit www.fincen.gov/boi and select “File BOIR.” To complete your BOIR, you will be required to provide information regarding your LLC, its beneficial owners, and its applicants. Your LLC's beneficial owners are the people who have substantial control over the LLC and/or own a minimum of 25% of the ownership interests of an LLC. Your LLC may have one or two applicants. Applicants filed the document that created your LLC and/or were responsible for directing the filing.
Note: On March 1, 2024, the U.S. District Court for the Northern District of Alabama ruled that the Corporate Transparency Act was unconstitutional. At this time, it is unclear if the federal BOIR requirement will be enforceable. Business owners of LLCs formed before January 1, 2024, may want to wait until closer to the January 1, 2025 filing deadline to check if they must file a BOIR for their business. For LLCs formed in 2024, business owners may want to check right before their 90-day deadline to see if the BOIR requirement is applicable.
Business and Tax Requirements in West Virginia
To engage in business activities in West Virginia, LLCs are required to obtain a business license certificate. You can apply for your LLC's business license certificate online through the business for West Virginia website or by submitting a new business registration application form to the West Virginia Tax Commissioner's office.
State Business Tax
For tax purposes, a West Virginia LLC resembles a sole proprietorship or partnership because its profits and losses are reported by its members on their personal income tax returns. Depending on the type of business, your LLC may be subject to specific West Virginia state taxes. For example, if your LLC is involved with beer and wine sales, health care, or cannabis, it may also be required to pay excise taxes. A complete list of state excise taxes can be found on the Tax Division's website.
State Employer Tax
If you plan to hire employees for your LLC, you will be required to deduct the state's withholding tax from your employee's wages and send the amount withheld to the West Virginia State Tax Department.
Sales and Use Tax
If your LLC engages in the sale of goods or services, you will have to pay the state's combined sales and use tax unless your business qualifies for an exemption. The sales tax is imposed on the sale of goods and service at the time of service. Use tax is imposed on the use of goods and services in West Virginia if the sales tax has not been paid. Your LLC may also be subject to a local municipal sales and use tax depending on where the business is located.
Business Licenses and Permits
Similar to a business license, you are required to apply for separate local business registration certificates at any location in which your LLC is located or conducts business. You should contact the local city or county government for more information and to apply.
Registration in Other States
If you want to do business in another state, you will likely have to apply to do business as a foreign LLC in that state. As part of the application process, you may need to provide documentation proving your LLC's existence and compliance in its home state.
Annual Filing Requirements in West Virginia
Each year your LLC is registered with West Virginia Secretary of State, you are required to file an annual report and pay the $25 filing fee between January 1 and July 1. There is an additional $50 fee for late filings. You can file your LLC's annual reports online with West Virginia's online portal for an additional $1 processing fee.
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West Virginia LLC Formation FAQs
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
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