One of the most popular business entity structures for startups is the limited liability company (LLC). That is because of the limited liability that it offers. The assets of the company owners, which are known as members, have protection against possible liabilities of the business. At the same time, LLCs lack the formalities that corporations require. There is also flexibility in taxation.
After deciding to launch your business, you have to go through the registration process that the state has set. Here are the steps you need to take in order to form an LLC in West Virginia:
Step 1: Choose the name of your LLC
You have to decide on the name of your company. Choose one that best reflects the values of the business. Under state law, you need to follow the naming guidelines for LLC names. You have to include the phrase “Limited Liability Company” or any of its abbreviations, such as “LLC,” “L.L.C,” or “L.C.” You can abbreviate “Limited” as “Ltd” and “Company” as “Co.”
You also need to make sure that it is unique. You cannot use a name that another business entity has already taken. To make sure, you will have to do a business name availability check on the database of the Secretary of State. If you already have a name in mind but are not ready to register with the state yet, you can reserve the LLC name by submitting an Application for Name Reservation to the Secretary of State. Doing this will reserve the name for 120 days. It costs $15.
You can also opt to use a trade name, which is also known as doing business as (DBA). If you choose this, you do not have to use the legal name of the company that you registered in the formation documents when you do business. You have to register the trade name with the Secretary of State by filing an Application for Trade Name and paying the $25 fee. You have to apply for a trade name only after your LLC is officially registered with the state. The LLC will be the one registering for the trade name.
Step 2: Designate a registered agent in West Virginia
All companies operating in West Virginia have to appoint an agent, also known as a registered agent, for services of process. They have to agree to receive all legal correspondence and documents on behalf of your LLC.
There are two options for a registered agent. You can choose an individual. However, make sure they meet these qualifications:
- They are at least 18 years old.
- They have a physical street address in West Virginia.
- They are always available during normal working hours.
The second option is to hire a third-party organization like DoMyLLC. West Virginia allows entities to serve as registered agents as long as they are authorized to transact in the state. Choosing a professional registered agent service can help prevent you from missing or misplacing important documents.
Step 3: File the Articles of Organization
To form an LLC in West Virginia, you have to file a completed Articles of Organization form with the Secretary of State. The filing fee for this document is $100. You can file by mail or online.
To complete the form, you will have to provide the following pieces of information:
- LLC name
- LLC type, whether it is regular or professional
- Principal office address
- Principal mailing address, if different from the office address
- Street address of the designated office in West Virginia
- Name and address of the registered agent
- Business email address
- Business website address, if applicable
- Number of West Virginia companies that the applicant owns (optional)
- Names and addresses of the organizers
- Duration of the LLC, whether indefinite (at-will) or has a specific term
- Management structure
- Names and addresses of members or managers
- Whether the LLC members plan to assume liability for the company’s debts or not
- Purpose of the LLC
- Effective date, whether upon filing or at a later date
- Whether a veteran owns the LLC (optional)
- Signature of the organizer
Step 4: Creating an operating agreement
West Virginia does not require LLCs to prepare an operating agreement. However, this internal document can help establish how you will run the company. It will also set out the rights and duties of the members and managers. It will determine the management structure as well.
Having this document can help you preserve the limited liability of the members by showing that the LLC is a separate entity. You can include provisions that can guide you in case of company dissolution. The operating agreement can also help resolve disagreements.
Step 5: Complying with other requirements
You may need to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS), especially if your LLC has multiple owners. If you have a single-member LLC, you may still need an EIN for hiring employees and for opening a business bank account.
West Virginia companies also need to register with the State Tax Department. You will have to acquire a Business Registration Certificate. The application comes with a $30 fee.
Depending on the activities of your LLC and its location, you may need to secure business licenses. Check the business portal of West Virginia to find out what state licenses you have to get. As for local licenses, you can check with the clerk of the city where the primary place of business of your LLC is located.
Additionally, LLCs transacting business in the state have to file annual reports with the Secretary of State and pay the $25 corresponding fee. You have to file between January 1 and July 1 every year. You will receive a mail or email notification in January from the Secretary of State. You can file online or submit the Annual Report form by mail.
If you want to form an LLC in West Virginia, you have to understand the multi-step process and prepare all of the necessary documents. The whole ordeal requires patience and attention to detail. You cannot miss a requirement. You may also end up spending more time than expected in preparing the documents. When that happens, you may not be able to focus on other aspects of business formation. You can consult a third-party organization like DoMyLLC. Our team of experts can handle the preparation and filing of the formal paperwork on behalf of your LLC.
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