How to Start an LLC in West Virginia

Starting a West Virginia LLC might seem scary if you have not done it before. But don’t worry. We’re here for you! This article will help new business owners understand the process.

Read on to find out:

• The steps you must take to start a West Virginia LLC
• Additional helpful tasks for after you register your LLC
• How long it takes and how much it costs to make an LLC in West Virginia

In other words, this article will help you learn everything you need to know about your West Virginia LLC formation.

Last updated: May 2022

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Last updated: May 2022

Step 1: Name your West Virginia LLC

To start a West Virginia LLC, you must first come up with the name of your business. But keep in mind that you must follow some rules on LLC names when doing so. For instance, some words are required, while others are banned.

We’ll explain this more as we go along.

Words You Have to Use

West Virginia Code Section 31B-1-105 says that all limited liability company names must contain one of the following:

• “limited liability company”
• “limited company”
• “L.L.C.”
• “LLC”
• “L.C.”
• “LC”

The statute also says that the word “limited” can be shortened to “ltd.” and “company” can be shortened to “co.”

Words You Can't Use

An LLC’s name should not suggest that it's part of the government. You also can't make it seem like your LLC is another type of business, such as a corporation.

Further, your name can’t hint that your LLC commits crimes or offers other illegal services. For instance, if you don’t have the license you need to provide a certain service, your LLC name can't make it seem like those services are offered.

Section 31B-1-105 also says your LLC name must be “distinguishable” from all other business names registered in the state. This rule is in place to stop people from confusing two companies that have the same name.

Research the LLC Name You Want

Once you’ve settled on a name for your LLC, you can check if it’s available using the West Virginia Secretary of State's Business Entity Search.

If your preferred business name is already taken, you can’t use it unless the other business consents and changes its name, or you get a court order that proves your right to use the name.

But if the business name you want is available, West Virginia Code Section 31B-1-106 lets you reserve it for 120 days. To do this, you must submit an Application for Name Reservation by mail, in person, or via fax to one of the following business service centers:

You can also file by email. You should send the form to [email protected] for regular processing or [email protected] if you want expedited service. There is a standard $15 filing fee. But, if you choose expedited service, there is an additional fee.

West Virginia DBA: Using a Trade Name

Once you start your LLC, you can use a “doing business as” or “DBA” name instead of your company's full name. A DBA is an alternate name that is used in the daily operation of a business.

Many LLC owners use DBAs so they can “go by” a less formal name out in the real world. DBAs also give you the freedom to use a new name without having to change your legal name.

West Virginia calls DBAs “trade names” If you want to use a DBA for your LLC, West Virginia Code Section 47-8-4 says you must file an Application for Trade Name with the Secretary of State. You can submit your application online, in person, or by mail, fax, or email. There is a $25 filing fee.

Step 2: Appoint a Registered Agent for your LLC

A registered agent, known in West Virginia as an “agent for service of process,” is the business or person who is required to receive legal documents for your LLC.

West Virginia Code Section 31B-1-108 says that all LLCs must name an agent for service of process. Your agent must have an office in the state and be available during regular business hours to receive service of process.

Choosing your LLC’s registered agent is an important decision. Many new business owners think it makes the most sense to be the agent for their own company. And there are some advantages to this option:

• It's cheap: You're not paying someone else to do it for you.
• It's easy: The only address and contact information you have to keep current is your own.
• It's reliable: You will receive all important documents personally.

However, if you go this route, you might learn the hard way that being your own LLC’s registered agent can cause serious problems.

Some of the issues you might face are:

• No privacy: Your name and address will be published on the Secretary of State's website. This means that anyone with an internet connection can find your personal information.
• Junk mail/spam: You will get a ton of junk mail in addition to a small amount of real mail and any service of process.
• No breaks: You also must be available at all times during regular business hours to receive documents. This means no vacations, sick days, or leaving the office for lunch.
• Business interruptions: Client meetings can be interrupted by people serving process. That could be embarrassing or hurt your reputation.
• It's your fault if you miss something: You always have to make sure your address is correct and up to date. If you make a mistake or miss something, you are held responsible.

This is why we suggest that you hire a professional registered agent service to be your West Virginia LLC’s agent for service of process. These businesses only charge about $100 per year, and you will be informed directly if your LLC is sent any paperwork.

If you plan to expand beyond West Virginia, you’ll need to register as a foreign LLC and name a registered agent in every state where you want to do business. For this reason, we suggest that you find a national registered agent service. That way, you’ll only need to hire one company, no matter where you want to open shop.

Step 3: File Your West Virginia LLC Articles of Organization

Articles of organization are the document you’ll file with the West Virginia Secretary of State to officially create an LLC. It will list basic details about your business.

What to include in my West Virginia Articles of Organization?

West Virginia Code Section 31B-2-203 says your articles of organization must list:

• The LLC's name.
• The address of the initial designated office in West Virginia.
• The name and address of the agent for service of process.
• The name and address of each organizer and each member with authority to execute instruments.
• If the LLC will exist for a specific term or perpetually.
• If the LLC will be managed by its members or by managers.
• The name and address of each manager.
• If the LLC’s members will be liable for its debts.
• The LLC’s purpose.
• An e-mail address where notices and reminders of annual filings may be sent.

You can also address other matters you would like to include, as long as they don’t break the law.

We suggest that you file your West Virginia articles of organization online at the West Virginia One Stop Business Portal for the fastest processing. However, you can also file in person or by mail, fax, or email.

West Virginia LLC Filing Fee

According to the Secretary of State’s Fee Schedule, the filing fee for West Virginia LLC articles of organization is $100.

West Virginia LLC Processing Time

It generally takes about 5 to 10 business days for your LLC paperwork to be processed. However, 24-hour expedited service is available for an additional $25 fee, 2-hour processing for a $250 fee, and 1-hour processing for a $500 fee.

Step 4: Draft your West Virginia LLC Operating Agreement

An operating agreement is a type of contract used by the owners of an LLC. It lists each member's rights and duties and lays out how the business will be run.

While West Virginia does not require LLC owners to make operating agreements, we suggest that you do. Drafting this contract lets you choose how to run your business ahead of time. This helps prevent future arguments between members.

For instance, if one of the owners decides to sell their share of the LLC, the operating agreement will dictate the process that must be followed. It could also explain vital details like if the LLC can buy back the exiting member’s interest and who will take over their duties.

Here are a few other reasons that an operating agreement can be helpful:

• They determine the rights and duties of LLC members. If one LLC member is responsible for running the business or managing the books, the operating agreement should say so.
• They say what the manager has the right to do. Managers also have special duties to the company and the members. The LLC operating agreement should state these.
• They outline what the LLC is legally able to do. The operating agreement should also set down how the company is allowed to conduct its business from day to day.
• They say how new members can join the company. They also have rules about how exiting members can leave.
• They set down how and when profits are paid to members. They can also create different types of membership and payment schemes.
• They say whether members or managers are in charge. They also say how to hire and fire managers.
• They say how and under what circumstances the LLC should end. You might not want to dissolve your business entity now, but you might in the future. It's best to think about it and plan before it becomes an issue.
• They say how to change the rules. You may need to amend your operating agreement in the future. The operating agreement should set down the rules for making changes.

When you make your West Virginia LLC operating agreement, be sure to include all of the members in the process. You should answer crucial questions before they arise to make sure your things run smoothly.

You can learn more about the state rules for operating agreements in West Virginia Code Section 31B-1-103.

Step 5: Get an EIN (Employer Identification Number) for Your West Virginia LLC

An Employer Identification Number (EIN) is an ID number for businesses made by the IRS. You can use it to identify your business on important documents, just like you use your SSN to identify yourself.

Here are the most common times when you need an EIN:

• Does your LLC have more than one member?
• Does your LLC have any employees?
• Is your LLC taxed as a C corporation or S corporation?

If the answer to any of these questions is yes, your LLC must get an EIN.

While you can file your taxes with your SSN if you own a single-member LLC, there are still reasons to get an EIN. For instance, most banks require you to have an EIN to open a business bank account. Using an EIN also helps keep you safe from identity theft.

You can get an EIN online, or you can mail Form SS-4 to the IRS. If you apply through the IRS website, you will get your EIN in just a few minutes.

It’s always free to get an EIN, so don’t pay anyone else to apply for one on your behalf.

Read More: How to Get an Employer Identification Number in West Virginia

First Tasks After Registering your West Virginia LLC

When you start a new business, forming a West Virginia LLC is just the beginning. There are a number of other steps you can take to protect yourself and make it easier to succeed.

Open a Business Bank Account

Your LLC is not legally required to open a bank account, but it's generally easier to manage your company's finances when you do.

The three main benefits of using a business bank account are:

• Convenience: Keeping things separate makes your LLC's bookkeeping much simpler.
• More business opportunities: Your LLC can only receive credit card payments through a business bank account. You can also do business with people who won't take personal payments.
• Personal asset protection: Mixing your personal and business funds could cause you to be held responsible for the LLC's debts.

The third advantage, personal asset protection, is key.

One of the primary benefits of starting an LLC is that an LLC and its owners are considered to be separate legal entities. Because of this separation, creditors can’t go after your personal assets to pay your business debts. This legal concept is called the “corporate veil.”

However, if you don't keep your business and personal funds separate, the corporate veil can be “pierced” in a lawsuit. If this happens, you could be held personally liable for any debts your LLC has accrued.

This is why we strongly recommend that you open up a bank account for your LLC and use it exclusively for the business. Keeping your company funds in one account and your personal assets in another can help protect you if your business is sued.

Get Business Insurance For Your West Virginia LLC

Buying business insurance is essential when starting a company in West Virginia. The type of coverage that you need will depend on the variety and amount of risk your company faces. 

Some standard types of business insurance policies include:

• General liability insurance: You'll need this if there's an injury on your property. It pays for damages and a lawyer if you need one.
• Commercial automobile insurance: This works like your own car insurance. It covers drivers and vehicles for your business.
• Workers' compensation insurance: West Virginia law requires most employers to obtain workers' compensation insurance coverage. You can choose to buy a policy from a private insurance company or get approved to self-insure.
• Commercial property insurance: This protects your property in the event of damage. Keep in mind that flood insurance is often a separate policy.
• Professional liability insurance: Lawyers, doctors, architects, and other professionals need this insurance. It provides coverage and legal defense in the event of a malpractice case.
• Business income insurance: If you have to close for some time, business income insurance can pay back the loss of income. Policies vary, though. Make sure that you know exactly what kinds of losses will be covered.

Keep Your West Virginia Company Compliant

After you’ve started your LLC, it's critical to stay on top of your legal obligations. For instance, your businesses may be required to pay taxes or obtain a business license or permit.

Make sure you stay up to date on the laws that your LLC must follow, including any changes or updates to local requirements. This will help you keep your business in good standing.

West Virginia Business Permits and Licenses

Depending on your industry, you might need to file additional registrations or obtain a certification or professional license. You may also need to apply for permits and licenses from your local city or county government. 

The Secretary of State’s New Business Startup Wizard can provide you with information about the licensing requirements for your LLC.

West Virginia Tax Requirements

Generally, a West Virginia business must register for a tax ID number, tax license, or permit. Check out the West Virginia State Tax Department's website to learn more about registering your LLC and your state tax obligations.

Federal LLC Tax Filing Requirements

LLCs are classified as “pass-through” business entities. This means their profits are reported on Schedule C of their owner’s individual tax return, and the LLC itself isn’t taxed.

However, you will need to pay Social Security and Medicare taxes, even if your LLC doesn’t hire any employees. And if you do have employees, you must withhold payroll taxes from their checks.

Annual Report and other Filing Requirements

West Virginia Code Section 31B-2-211 requires every LLC to submit an annual report to the Secretary of State. The Secretary of State suggests that you file your annual report online. There is a $25 filing fee.

West Virginia Business Formation Quick Links

• Internal Revenue Service — apply for an EIN online
• IRS information regarding the federal tax treatment of LLCs
• New Business Startup Wizard (SOS)
• West Virginia One Stop Business Portal (SOS) 
• Business Entity Search (SOS)
• Fee Schedule (SOS)
• Start a West Virginia Business (SOS)

Statutes:

• Name Requirements: West Virginia Code Section 31B-1-105
• Name Reservation: West Virginia Code Section 31B-1-106
• Trade Name: West Virginia Code Section 47-8-4
• Agent for Service of Process: West Virginia Code Section 31B-1-108
• Articles of Organization: West Virginia Code Section 31B-2-203
• Operating Agreement: West Virginia Code Section 31B-1-103
• Annual Report: West Virginia Code Section 31B-2-211