Welcome to the tutorial designed to assist filers in their pursuit to form a standard or professional limited liability company in the state of West Virginia. The government website features an extremely well designed online portal through which filers can submit the requisite information not only to the Secretary of State but also to the State Tax Department and the Unemployment Compensation Division. Individuals may also opt to use the paper filing option which will involve downloading the PDF of the Articles of Organization and sending it through the mail to the office of the Secretary of State. Regardless of the filing method, domestic LLCs will be required to pay a fee of $100. Other charges may apply when registering online.
Before filing, it is always wise to double check that your LLC name is indeed available for use. This preliminary check can be performed with the use of the Business Entity Search function. Filers may also reserve their entity name for a period of 120 days. Name reservations must be filed through the mail and will cost $15.
How to File (Online)
Step 1- In order to access to online filing portal, you will need to create an account. The account registration process has been highlighted in our tutorial here. Once your account is set up, you will be able to navigate to this webpage to login.
Step 2- The homepage should feature a drop down menu identical to the one located below. The menu will allow you to select the option to register a new business. If you don’t see the below window, click on the Filing Cabinet option found at the top of the menu on the left hand side of your screen.
Step 3- The first group of questions titled “The Basics” will have you entering some preliminary questions which are asked of all entity types. Begin by choosing the For Profit option and clicking Continue.
Step 4- Select your activity category here.
Step 5- The first of the following three windows will have you selecting your primary business activity via NAICS code. Next you must select whether you want the activity to be available to the public and after this, identifiy whether the primary activity covers 100% of the business. If there is a secondary or tertiary activity, you will be required to disclose this information as well.
Step 6- Provide a description of the business activity in the paragraph field they’ve supplied on this page.
Step 7- Here you will be able to indicate that you are indeed forming a domestic entity.
Step 8- If you believe that you may be exempt from registration with the Secretary of State, you may check if this is true. Chances are you will be required to simply click No and continue with the rest of the process.
Step 9- You will need to indicate the number of individuals that own/control the LLC here.
Step 10- Select the business structure, either LLC or PLLC, and click Continue.
Step 11- If you are registering a professional LLC, you will be required to indicate the type of professional LLC you are filing. This step will also remind you that you will need approval from the appropriate licensing board in order to form a LLC of this variety.
Step 12- Choose whether the LLC will be member or manager managed.
Step 13- If you plan to have employees working in West Virginia, there will be a number of questions you will be required to answer later on in your application. Select Yes or No here and click Continue.
Step 14- This summary page will feature all the information submitted in “The Basics” portion of the application. It will also notify you of the upcoming steps in registration. When ready, proceed to the next step.
Step 15- Provide the name of the limited liability company here and be sure to add the proper indicator that you are indeed forming this entity type (e.g. L.L.C. or PLLC).
Step 16- If you wish to register a trade name, you may do so at this juncture. Otherwise, skip this section.
Step 17- You will be asked whether or not you have an existing identifying number. Seeing as you are forming a new LLC, it is most likely that no number has been assigned. Select the option that indicates that you are required to apply for an FEIN or WV Number and click Continue.
Step 18- Depending on whether or not you plan on hiring employees and the number of members that will own/control your LLC, you may need to apply for an Employer Identification Number at this time in order to continue with the application. You may review our tutorial on the online application process here.
Step 19- The Secretary of State asks filers for a number of business addresses. You will be required to supply the address of the physical location in West Virginia, the mailing address for tax returns, the designated office address and the principle office address.
Step 20- Provide the name and address of the agent of process here.
Step 21- The next step will have you submitting the name and address of each organizer associated with the formation of the LLC. Once all have been submitted, you may continue to the next step.
Step 22- You will also need to supply the name and address of each signature authority member in the same fashion that you did with the company organizers.
Step 23- The legal purpose for which the LLC was formed should be supplied at this juncture.
Step 24- You will have to answer whether or not the members are liable in their capacity as members. The effective date of filing must be indicated at this point as well.
Step 25- You will be able to supply any other provisions to be included in the formation documents.
Step 26- Supply the term type here (either perpetual or for a specific number of years).
Step 27- The domestic business background will first have you answering whether any of the owners have previously owned a business in this state. After this, select the phrase that best describes the business and click Continue.
Step 28- It is here that you will begin answering the questions categorized under “Operations and Activities”. These questions will be posed by the State Tax Department. Begin by providing the date on which operations began or will begin.
Step 29- The estimate of the annual gross income from this location should be indicated here. You will also be asked whether the income grossed over the previous year exceeded $4000.
Step 30- Answer whether or not the business has a location from which you will make retail sales or do service/maintenance work.
Step 31- Answer the next three pages regarding special product sales, special business activities and specialized services. On the fourth page you will be asked two more yes or no questions before you can continue.
Step 32- Enter the taxable year end month here.
Step 33- Answer whether you plan on filing with the IRS as a corporation or not.
Step 34- This page is just letting you know that the following questions will be regarding unemployment insurance and withheld payroll taxes.
Step 35- Our tutorial has not covered the questions regarding employees as we answered No to the question in step 13. If you are to hire employees within the first three months, you will be required to answer a number of other questions posed by the West Virginia Unemployment Compensation Division. Otherwise, select that your entity will not have employees in the near future and click Continue.
Step 36- Indicate where the payroll records are kept and on the second page provide where the payroll reports should be mailed.
Step 37- Over the next three pages you will be asked whether or not you are a scrap metal dealer or recycler, whether the organization is veteran owned, and you will have the opportunity to provide the company website address (if applicable).
Step 38- This signature page will have you submitting your name, the date of filing and your title to the West Virginia State Tax Department. You must also submit your name, your capacity within the LLC and your email address for the Secretary of State, and you must provide your name and capacity to the Unemployement Compensation Division.
Step 39- Review all the information submitted thus far and if all seems to be in order, click Select payment option.
Step 40- Choose between credit card and ACH payment before clicking Calculate Fees/Deposits. The next page will give you a summary of all fees and deposits associated with the formation of a new LLC. The Secretary of State fee should equal $100 and the State Tax Department registration should total $30 plus a $1 convenience fee.
Step 41- Submit your billing info and click Proceed to e-Pay.
Step 42- Here you will be required to submit your name, the card holder’s name, your address, your contact information and your credit card information. When ready, click Pay and effectively submit your filing to the state government for review.
How to File (PDF)
Step 1- Those wishing to file through the mail will be required to download the PDF of the Articles of Organization.
Step 2- Once opened, provide the following information:
- 1- Name of LLC
- 2- Whether standard or professional LLC and the profession of the LLC if applicable
- 3- Address of the principle office
- 4- Address of the designated office
- 5- Name and address of the person to receive notice of process
- 6- Email address
- 7- Website address
- 8- Whether you own or operate more than one business in West Virginia and, if yes, the number of businesses and number of counties in which they are located
- 9- Names and addresses of organizers
- 10- Whether the LLC is an “At-will” company or a “Term” company
- 11-Whether member or manager managed and the name and address of each member/manager
- 12- Whether members are liable in their capacity as members (yes/no)
- 13- The purpose for which the LLC is formed
- 14- Whether the business is a scrap metal dealer (yes/no)
- 15- Any other provisions
- 16- Number of pages attached in the articles
- 17- Requested effective date
- 18- Whether LLC is veteran owned (yes/no)
- 19a- Contact person name and phone number
- 19b- Name of signer and their capacity/title
- 19c- Signature of signer and date of signing
Step 3- Once you’ve completed PDF, print it off and provide the requisite signatures. You will then be required to attach a check made out to the West Virginia Secretary of State that covers the $100 filing fee. Send both the form and the check to the below address when ready.
Secretary of State
Bldg. 1, Suite 157-K
1900 Kanawha Blvd. East
Charleston, WV 25305
EIN– If you are filing online, there will be a point in the registration process where they may ask you to apply for an EIN before you will be permitted to continue. An Employer Identification Number is required of all employers, individuals or entities, that pay withheld taxes on their employees. For this reason you will most likely be required to apply for an EIN either Online using the IRS website or through the mail with a completed Form SS-4. The number will then act as a corporate Social Security Number, allowing you to hire employees and perform financial transactions all under the company name.
Operating Agreement– Though it is not legally required, the drafting of an operating agreement is considered an integral step in the creation of any well organized limited liability company. When drafted correctly, and signed by all necessary parties, this document supplies a clear representation of the manner in which the company’s internal affairs are to be managed. Clicking on the heading of this paragraph will give you access to our page which offers a free template of an operating agreement in both MS Word and Adobe PDF formatting. Before implementing the agreement into your business structure, it would be wise to have your attorney review its contents to ensure that the agreement will serve your entity as effectively as possible.
Renewal– The process of renewing in West Virginia is quite standard. Filers will have the choice of submitting their report online or through the mail and will be required to pay a filing fee of $25. Those renewing online will of course need to have an account with the Business 4 West Virginia online portal (tutorial on account creation can be found here). Those filing through the mail (address found below) will be required to download this PDF, print it off, and attach to it a check made out to the West Virginia Secretary of State. All reports are due by July 1st.
Secretary of State
Bldg. 1, Suite 157-K
1900 Kanawha Blvd. East
Charleston, WV 25305