West Virginia Dissolution

Why do companies need to dissolve? –>  West Virginia requires business entities to submit formal paperwork to dissolve. This way, the state will know that your company will no longer be liable for filing business reports and taxes.

Who makes the decision to dissolve? – A West Virginia LLCs requires the votes of members. A corporation, on the other hand, needs the recommendation of the board of directors and the votes of the shareholders. You can check the formation documents of your company to see if there are provisions regarding dissolution.

How long does it take to dissolve a business? –  There is no guarantee of how much time a company has to spend to finish the whole process.  It varies depending on how your company handles the necessary steps. If your company finishes its responsibilities fast, it will finish early. The state does not take much time processing dissolution. You can give it 1-2 days to finish the review of your documents.

All business entities will have to go through the process that the state of West Virginia has set.

1. File Affidavit to Dissolve with the state – File the proper form with the Business Division of the Secretary of State by mail, fax, or in person. To close your LLC in West Virginia, you have to submit the Articles of Termination of a West Virginia Limited Liability Company. Corporations have to file Articles of Dissolution. The form has two types. If your corporation has conducted business or issued shares, use Articles of Dissolution of a Voluntary Dissolution of a West Virginia Corporation. But, if your corporation has never transacted business or issued shares, use Articles of Dissolution of a Corporation Never Commencing Business.

2. Remove all liabilities and obligations – Your company has to pay for all its debts and liabilities. Liquidate all the assets of the company so you can settle its obligations. If there are remaining assets after, your company can distribute them to shareholders or members according to ownership interests.

3. Give notice to any claimants – Send a written notice to known creditors and claimants by mail. Include in the notice where they can submit claims and the deadline for submission. Make sure that it is clear to them that your company will no longer accept claims after the deadline. You may also publish a notice in a newspaper to notify possible unknown claimants.

4. Tax clearance – West Virginia LLCs do not need clearance. However, you have to certify that your company has fulfilled all its filing responsibilities with state agencies. Meanwhile, corporations need tax clearances. But your company does not have to request for the clearances. The Secretary of State will do it for you. They will contact the Tax Department, Employer Coverage Unit, and Department of Employment Security. The Secretary of State will only issue your corporation’s Certificate of Dissolution after receiving the clearances in writing.

5. Close all bank accounts, credit lines, permits, and licenses – Contact the bank to find out how you can close all accounts and credit lines that your company owns. Additionally, you should also cancel business licenses and permits to protect your finances from possible issues.

West Virginia Office of Secretary of State
Phone Number:
(304) 558-8000

Address:
West Virginia Secretary of State
Bldg. 1, Suite 157-K 1900 Kanawha Blvd. East
Charleston, WV 25305-0770