How to File an LLC in West Virginia

When starting a new business, one of the most important decisions entrepreneurs must make is which type of business structure to use for their small business. There are multiple options out there, such as an S Corp or a C Corp, but a limited liability company typically offers the most flexibility to business owners. 

To form a West Virginia LLC, you have to go through a filing process with the Secretary of State. The steps required to start an LLC in West Virginia may seem overwhelming initially, but in this guide, we’ll walk you through successfully incorporating your business step-by-step. 

Key Takeaways:

• LLC is a hybrid business structure that provides its members with personal liability protection.

• To start an LLC in West Virginia, you need to file the necessary paperwork with the West Virginia Secretary of State and pay the required filing fees.

• You can be your own registered agent or hire a professional registered agent service.

What Is an LLC Formation?

LLC is an abbreviation for limited liability company. It’s a business structure that combines the liability protection of a corporation with the flexibility of a sole proprietorship or a partnership. The hybrid nature of an LLC makes it an excellent choice for entrepreneurs and small business owners. 

Benefits of LLC Formation

In addition to legally structuring your new business, an LLC offers essential benefits to its owners. 

Personal Liability Protection

Once you incorporate your LLC, your personal and business assets will become separate. 

If someone sues your LLC, has debts, or is facing other types of litigation, only your LLC assets are on the line, and your personal assets, such as your home or car, can’t be seized. Similarly, if you’re facing personal liability of any kind, the court can’t seize your LLC assets.[1]

Pass-Through Taxation 

Many entrepreneurs decide to form an LLC for tax purposes. The government sees LLCs as “disregarded entities,” which means that LLC owners can elect how they want their business to be taxed. 

As an LLC owner, you can choose for your LLC to be taxed as: 

• Sole proprietorship (for single-member LLCs)

• Partnership (for multi-member LLCs)

• S Corp

• C Corp

Which tax structure works best for you is unique to each West Virginia business. Still, many entrepreneurs choose their LLCs to be taxed as a sole proprietorship or a partnership to qualify for pass-through taxation. 

This means that your business doesn’t need to pay corporate income taxes. Instead, LLC proceeds “pass-through” to the individual LLC members, who then report them as a part of their personal income tax return. 

Pass-through taxation allows LLC owners to avoid what is known as “double taxation,” which is when you’re taxed on both your business and personal income. 

Flexibility of Management

You can run your LLC operations yourself, in which case it’ll be called a “member-managed LLC.” Alternatively, you can appoint a manager (or managers) to take control of your LLC operations, in which case your LLC will be a “manager-managed LLC.” 

Managing an LLC in West Virginia is not complicated. To maintain your limited liability company in good standing with the Secretary of State, you’ll need to file an annual report and a $25 annual filing fee and take care of all the necessary state fees and sales taxes. 

When Should I Start an LLC? 

Some entrepreneurs think that they should wait until their business brings in revenue (or more consistent revenue) to incorporate. However, starting your LLC immediately is advisable to protect your personal assets from litigation.  

How Do You Start an LLC in West Virginia? 

LLCs are formed under state statutes, and every state has a unique LLC incorporation process. 

In West Virginia, you have to file your paperwork with the West Virginia Secretary of State. You must appoint a West Virginia registered agent and file for an EIN. The following section will break the LLC formation process into clear steps. 

Step-By-Step Guide to Starting Your West Virginia LLC

To form an LLC in West Virginia, you have to follow the following steps: 

• Choose your LLC name

• File your Articles of Organization and pay your filing fee

• Appoint a West Virginia registered agent

• Create an operating agreement

• Apply for an employer identification number and any necessary business licenses

Read more about each step below to avoid mistakes during the filing process. 

Step 1: Choose a Business Name for Your West Virginia LLC

Before you start filing paperwork with the Secretary of State, you need to decide on the name of your West Virginia LLC. Primarily, there are no limits on what your LLC name can be. 

However, state law requires your business name to be distinguishable from any other business name registered. This includes sole proprietorships, limited liability companies, limited partnerships, voluntary associations, business trusts, cooperative associations, corporations, and more. 

Submitting LLC paperwork using a business name already in use is one of the most common rejections of business filings in West Virginia.[2]

So, conduct a name search on the Secretary of State’s website to ensure your West Virginia LLC name is available before taking further steps. 

Once you find an available name that you like, you can reserve it by paying a $15 fee. Your name reservation will be valid for 120 days. If you still haven’t incorporated by the time the 120 days are up, then the name becomes available to the public again. 

The West Virginia Secretary of State also requires your business name ending. To form an LLC, your LLC name must contain one of the following: 

• The words “limited liability company” or “limited company”

• Abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC” 

• You can abbreviate “limited” as “Ltd” and “company” as “co”

As long as your LLC name is distinguishable from other business names registered in West Virginia and contains the necessary business name ending, it’s good to go. 

Do I Need a DBA? 

DBA stands for “doing business as.” It is also sometimes called a “trade name.” It can be helpful if you want to do business (or part of your business) under a different name but don’t want to incorporate a whole new business. 

You can apply for a DBA, but you’re not required to. You can simply do business under your official LLC name. 

Do I Need to Buy a Domain Name? 

You’re not required to secure your business domain name during the LLC filing process in West Virginia, but it’s highly recommended. It’s a good idea to make sure that the domain name for your desired LLC name is available and that you can launch a business website. 

Do I Need to Trademark My LLC Name? 

Applying for a federal trademark ensures that no one can use your LLC name to start a business in West Virginia or any other state. 

Trademarking your business name is a great way to protect an important brand asset, but applying for a trademark is typically recommended after incorporating your LLC. This is because every trademark needs an owner, and this way, your LLC can be the owner of your trademark. 

Step 2: Fill Out West Virginia Articles of Organization

To officially register your West Virginia LLC with the Secretary of State, you must file your Articles of Organization and filing fee. Your Articles of Organization is a foundational legal document for your limited liability company. 

To complete your West Virginia Articles of Organization, you need to provide the following information: 

• LLC name

• Whether it’s a regular or professional limited liability company

• LLC address and mailing address 

• LLC website and email address

• The name and address of your LLC’s registered agent

• Whether the applicant operates more businesses in West Virginia

• LLC term date or duration 

• LLC effective date

• Whether your LLC is member-managed or manager-managed

• The names and addresses of the LLC’s members and managers

• LLC purpose

• Whether or not LLC’s members are going to assume the liability for the LLC’s debts

• Whether the LLC is a scrap metal dealer

• Whether the LLC is veteran-owned 

• The signatures of the organizers 

Your Articles of Organization is one of the most critical LLC formation documents, so it’s crucial to fill it out accurately.

You can file your Articles of Organization online on the West Virginia One Stop Business Portal or by mail. 

How Much Is the LLC Filing Fee in West Virginia? 

You must also pay the LLC filing fee for Articles of Organization. 

It costs $100 to form an LLC in West Virginia. If you’re incorporating a foreign LLC, the filing fee goes up to $150. 

The Secretary of State will process your paperwork within five to ten business days. However, if you want to expedite your filing, you can expect to cover additional fees:  

• 24 hours: $25

• Two hours: $250

• One hour: $500 

It’s important to note that the filing fee is waived if your LLC is veteran-owned. 

What Do I Need to Do to Keep My West Virginia LLC in Good Standing? 

Whether you run a regular or a professional LLC, you must submit an annual report and a $25 annual filing fee. You may also need to cover specific state fees or taxes to renew any necessary business licenses. 

Step 3: Hire a West Virginia Registered Agent

According to state law, your LLC must have a West Virginia registered agent to receive legal documents and essential communications for your business. For example, your registered agent may have to receive IRS notices or service of process. 

You can decide to be your own registered agent. However, West Virginia requires registered agents to be present at their street address during business hours. 

If you serve as your own registered agent, then you won’t be able to leave your office (or home office) Monday through Friday from 9 am to 5 pm. This requirement can be quite limiting for busy entrepreneurs who may need to step out for a business lunch or want to take a vacation. 

Moreover, being your own registered agent can raise privacy concerns for business owners who work from home. 

Your registered agent’s address is public record because government agencies and other businesses need to be able to find it. If you run your business from home, it means that anyone can learn where you live by performing just a quick search. 

Instead of complying with strict requirements and compromising your privacy, you’ll have a dedicated professional service to take care of all the necessary details and upload all your important documents to a secure online dashboard. 

As a result, many business owners hire a registered agent service like us for their LLC. 

Step 4: Create an LLC Operating Agreement

An LLC operating agreement establishes standard procedures and rules of operation for your business entity. For example, you can create guidelines for the distribution of profits and losses or how to know that it’s time to dissolve your LLC. 

Your West Virginia LLC operating agreement is a customizable legal document. You can include any information that applies to your business, such as: 

• Rights and obligations of the LLC members, including voting rights and shares

• Rules for transferring ownership of the LLC

• How to admit new members into your LLC 

• Standard operations to conduct business

• Guidelines on dispute resolution

West Virginia doesn’t require LLCs to have a written operating agreement in place. However, many business owners create one to control their LLC’s operations more. 

If you don’t create an operating agreement, your LLC will be governed by default state laws in cases like dispute resolution. The state laws may not be favorable for your business, depending on the unique circumstances. 

You can create an operating agreement whether your LLC is manager-managed or member-managed. Similarly, operating agreements are not just for multi-member LLCs. A written operating agreement is still essential even if you run a single-member LLC. 

Step 5: File for an Employer Identification Number and Business License

The final step to making your West Virginia business official is securing your employer identification number and necessary business licenses to operate your LLC in compliance with the law. 

What Is an EIN? 

Your employer identification number — or an EIN — is a tax identification number that the internal revenue service uses to identify your business for tax purposes. You can think of it as a social security number for your business. 

If your West Virginia LLC has more than one member, you must obtain an EIN even if you aren’t going to hire employees. 

You will typically need an EIN to open a business bank account, so it’s recommended to get one even if you run a single-member LLC with no employees. Moreover, you may also need your EIN to file tax returns and pay your business, federal, income, and employment taxes. 

You can apply for an EIN on the IRS website for free. 

What Business Licenses Do I Need to Operate an LLC in West Virginia? 

Before engaging in business activity in West Virginia, every business must obtain a West Virginia business registration certificate from the West Virginia State Tax Department.[3]

Your business may also need to apply for local and state business licenses depending on the nature of your business and where in West Virginia it’s located. Contact your local authorities to check if your business needs any local permits. 

Let Us Handle Your LLC Paperwork

Registering your business is one of the most exciting moments in every entrepreneur’s life, but LLC formation can be a confusing and time-consuming process. Some small business owners decide to hire a lawyer, but their time comes with high fees. 

Swyft Filings has helped 300,000+ business owners file for their LLC online in minutes without expensive pricing. Our formation service comes with an industry-leading fast turnaround time and personalized support so you can get your West Virginia LLC up and running in no time. 

To start your filing, answer questions about your business so Swyft Filings can verify your name availability, accurately fill out important formation documents, and file them with the West Virginia Secretary of State. 

FAQs:

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

At the bare minimum, you’ll need to cover the $100 filing fee when you file Articles of Organization. You’ll need to cover additional filing fees to expedite the filing process. You’ll also need to pay extra fees if you want to reserve your LLC name, buy your domain name, or trademark your LLC name. 

How is an LLC taxed in West Virginia?

By default, your West Virginia LLC is taxed as a pass-through entity. However, you can also tax it as an S or C Corp. 

What are the benefits of a West Virginia LLC?

LLC provides personal liability protection to its owners and has a flexible tax structure. Forming a West Virginia LLC is a great way to combine the protections of corporations with the flexibility of a sole proprietorship. 

How do you dissolve an LLC in West Virginia?

Dissolving a West Virginia LLC is not complicated. You can file for dissolution quickly and easily through the One Stop Business Portal or using the forms on the Secretary of State website.

Bibliography: 

1. U.S. Small Business Administration. Choose a Business Structure. Accessed April 24, 2023. 

2. West Virginia One Stop Business Portal. Name Availability and Requirements. Accessed April 24, 2023. 

3. West Virginia Tax Division. Business Registration. Accessed April 24, 2023.