Form a West Virginia LLC

Form your West Virginia LLC with the West Virginia (WV) LLC formation experts at LawInc. We keep things simple and allow you to easily form your West Virginia Limited Liability Company online or over the phone (800-989-5294).

West Virginia LLC formation is simple with LawInc.com. Once you submit your application, we check name availability, prepare your Articles of Organization and file your paperwork with the West Virginia Secretary of State. As soon as your West Virginia LLC is formed, we forward you your final paperwork.

A West Virginia LLC can help protect your personal assets, such as your home, car or family savings. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched, assuming you have properly formed, capitalized and maintained your LLC. This limited liability feature of a West Virginia LLCs is not available in a sole proprietorship or general partnership, where the business owners are personally liable for all business debts.

Let LawInc walk you through the West Virginia Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

West Virginia LLC Name

The first step in forming a West Virginia Limited Liability Company (LLC) is selecting the business name. West Virginia LLC names:

• Must contain the words must contain the words “limited liability company” or “limited company” or the abbreviation “L.L.C.”, “LLC”, “L.C.” or “LC”. “Limited” may be abbreviated as “Ltd.” and “company” may be abbreviated as “Co.”” respectively.

An available West Virginia LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your West Virginia LLC, prior to filing.

West Virginia LLC Formation

West Virginia LLC Filing Procedure: When forming a West Virginia LLC, the West Virginia Articles of Organization must be filed with the West Virginia Secretary of State. The West Virginia Articles of Organization must state:

• The West Virginia LLC name.
• Name and address of each West Virginia LLC organizer.
• Street address of West Virginia registered agent.
• Street address of principle place of business.

West Virginia LLC Organizers: An West Virginia limited liability company can be formed by one (1) or more organizers.

West Virginia LLC Members: West Virginia LLCs require 1 or more members. There is no residence or age requirement. West Virginia LLC members are not required to be listed in the Articles of Organization.

West Virginia LLC Duration: The Articles of Organization must set forth that either the limited liability company is an “At-Will Company” or state a specific term of duration.

West Virginia LLC Purpose: A West Virginia Limited Liability Company may be formed to transact any or all lawful businesses for which LLCs may be organized under the Law, except the business of banking or insurance.

West Virginia Registered Agent: An West Virginia LLC must maintain a registered agent and office to receive service of process in West Virginia. The West Virginia registered agent should be available, at an West Virginia physical address, during normal business hours to accept important legal and tax documents on behalf of the West Virginia LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in West Virginia or (2) an individual resident of the state. A West Virginia LLC may not act as its own agent.

West Virginia LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an West Virginia LLC operating agreement should reference how the West Virginia LLC is managed, allocation of profits and losses and member capital contributions. The West Virginia LLC operating agreement does not need to be filed.

West Virginia LLC Post-Filing Requirements

West Virginia LLC Annual Report: West Virginia LLCs are required to file annual reports between January 1 and June 30 of each year. To file online, visit: http://www.sos.wv.gov/business-licensing/AnnualReports/Pages/default.aspx

West Virginia LLC Taxes

West Virginia State Income Tax: The LLC tax rate for West Virginia is variable, depending on West Virginia taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on West Virginia LLC net income must be paid just as you would with any self-employment business.

Most West Virginia multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, West Virginia LLC profits are reported and allocated to each of the owners according to the West Virginia LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all West Virginia LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the West Virginia LLC has more than one owner or any employees.

West Virginia LLC Dissolution/Cancellation

West Virginia LLC Dissolution/Cancellation: In order to dissolve or cancel a West Virginia LLC, the members or managers must file Articles of Termination with the West Virginia Secretary of State.

Acts Triggering West Virginia LLC Dissolution: A West Virginia LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.