Start a business has provided the below tutorial for those registering foreign limited liability companies in the state of West Virginia. This particular government website features an extensive online portal that allows the business filer to register with the Secretary of State, the State Tax Department and the Unemployment Compensation Division in the same process. Due to the increased number of departments with which you will be filing, the online registration process is quite lengthy will take some time to complete. Those wishing to file exclusively with the Secretary of State will be able to do so by filing a physical copy of the Application for Certificate of Authority through the mail. All foreign LLCs will be charged a $150 fee when registering with the West Virginia Secretary of State.
Before registration, it is often wise to perform a Business Entity Search to ensure that your company name is indeed available for use in the state of West Virginia. If you need additional time with which to prepare for filing, you may benefit from a Name Reservation. The period of a reservation in this state is 120 days and the fee for the filing is $15.
How to File (Online)
Due to the length of the online filing process, and the many questions posed by three government departments, the below tutorial may differ slightly from your filing experience.
Step 2- On your homepage, use the drop down menu to select the Register New Business option. If you don’t see the Filing Option menu, click on the Filing Cabinet option found on the top left-hand side of your screen.
Step 3- The first group of questions are categorized as “The Basics”. The first few steps are necessary for all entities. Begin by selecting the For Profit option before clicking Continue.
Step 4- Select the category that best describes your business activity here.
Step 5- The next three pages will have you expanding on your primary business activity. Begin by providing the NAICS code and subcode. Next, indicate whether or not you’d like your business activity to be made available to the public. The third page will have you specifying whether the activity accounts for 100% of your LLC’s business. If not, you will need to provide a secondary business activity on the following page.
Step 6- Provide a full description of the business activity in the below field. Click Continue when ready.
Step 7- Select the option that best describes the business you are registering. For the formation of a foreign LLC, you will most likely be choosing the option that indicates that you are registered in another state but locating an operation in West Virginia.
Step 8- As you are registering a traditional business, click No here and then Continue to proceed.
Step 10- Choose either the professional or standard LLC option here.
Step 11- Select the type of profession that is carried out by your LLC if you are forming a PLLC. This page will also remind you that you will need the approval of the appropriate licensing board in order to register with the Secretary of State.
Step 12- Select either the Member-Managed or the Manager-Managed option here.
Step 13- If you plan to have employees working for your company in West Virginia, select Yes. If you have selected yes, you will be required to answer a number of questions posed by the Unemployment Compensation Division later on in the application.
Step 14- All the information submitted in “The Basics” will be available for review at this point. You will also be able to get an idea of what to expect in the rest of the application. When ready, click Continue.
Step 15- Provide the name of your LLC in the empty field on this page.
Step 16- You will be given the option to register a foreign DBA name if your current LLC name is unavailable in West Virgina. A secondary page will provide you with the opportunity to register a trade name if you so wish.
Step 17- If you have a pre-existing FEIN or WV Number, you will be required to indicate this here. Otherwise, select no to proceed.
Step 18- Provide your Federal Employer Identification Number here to continue.
Step 19- Over the next few steps, you will be required to supply the address of an actual physical location in West Virginia, the mailing address for tax returns, the designated office address and the principle address in your home state.
Step 20- Enter here the name of the individual or entity that will serve as your agent of process. You will also be required to enter their address before clicking Continue.
Step 22- On the first page, select the Add Record option to provide the information of a authorized member of your LLC. Enter their name and address on the subsequent page and click Continue to add them to the list. Once all individuals have been supplied, you may proceed.
Step 23- Provide the legal purposes for which your limited liability company is formed in the supplied field on this page.
Step 24- Answer yes or no to whether the members of the LLC are liable in their role as members and select the effective date of the statement of registration. You will also need to provide your home state/country.
Step 26- The term type, perpetual or for a specific amount of years, should be provided at this point.
Step 27- If the business has been registered in West Virginia before, or if any of the owners have ever owned another business in this state, you will need to indicate that this is the case at this juncture.
Step 28- Provide the date on which operations will begin, or began.
Step 29- Answer if the annual gross income is above or below $20 000 and if all business income for the previous year has grossed over $4000.
Step 30- Select either Yes or No to this question referring to retail sales and 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- Select whether or not you plan on filing with the IRS as a corporation.
Step 34- This step is just letting you know that the following section will contain questions posed by the Unemployment Compensation Division.
Step 35- As previously mentioned in this tutorial, if you plan on hiring employees, there will be a another group of questions pertaining to withheld payroll taxes and unemployment insurance. These questions have not been covered in this tutorial as we’ve selected No to the question posed in step 12. If you don’t plan on hiring employees in the near future, indicate that this is the case once more and click Continue to proceed.
Step 36- Provide the address at which payroll records will be kept as well as the address where 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, asked whether the organization is veteran owned, and you will be given 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 to the Secretary of State. Finally, the Unemployement Compensation Division will ask for you name and capacity as well before continuing.
Step 39- You can click the Show option to view the information submitted in a particular section. If all information looks accurate, 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 registration of a foreign LLC. The Secretary of State fee should equal $150 while the State Tax Department registration will cost $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 provide the following information before clicking Pay and finishing the online application process:
- Full name
- Card holder’s name (if different)
- Phone number
- Email address
- Card type
- Card number
- CVV number
- Expiration date
How to File (PDF)
Step 1- Filers will have the opportunity to register their LLC through the mail instead of online. To do so, you will need to first download the Application for Certificate of Authority of a Limited Liability Company.
Step 2- Once opened, provide the following information:
- 1- Name of LLC and state/country of organization
- 2- Whether using above name or DBA name
- 3- Whether standard or professional LLC
- 4- Address of the principle office
- 5- Address of initial designated office
- 6- Agent of process
- 7- Email address for business correspondence
- 8- Website of business (if any)
- 9- 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
- 10- Whether the LLC is an “At-will” company or a “Term” company
- 11-Whether member managed 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
- 15- Other provisions you wish to include
- 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 the form has been completed, printed, and signed, attach to it a certificate of existence (good standing) that has been issued in your jurisdiction of initial formation. You will also be required to provide a filing fee of $150 in the form of a check made out to the West Virginia Secretary of State. Send all three items to the below address to complete your application process.
Secretary of State
Bldg. 1, Suite 157-K
1900 Kanawha Blvd. East
Charleston, WV 25305
Renewal– All LLCs are required to renew each year with the Secretary of State through the submission of an annual report. These reports are due by the 1st of July of each calendar year and can be submitted online using your account with the Business 4 West Virginia portal (preferred method) or through the mail. Regardless of the manner in which you file your renewal documents, you will be required to supply the $25 filing fee. For those opting not to renew online, you must download this PDF and send it to the below address. Those filing through the portal will be required to create an account and navigate to the login page found linked in the heading of this paragraph.
Secretary of State
Bldg. 1, Suite 157-K
1900 Kanawha Blvd. East
Charleston, WV 25305