If you’re looking for a reliable DIY guide for starting an LLC in West Virginia, look no further. Below you’ll find all the information you need to launch your business and handle any associated costs. Follow each step carefully and your LLC will be established and ready to hit the ground running.
That said, the process can be complex, with various filings and costs, so if at any point you need help, you can hire an online incorporation service – they’ll take care of the paperwork so you can spend more time growing your business.
While LegalZoom and IncFile are by far the most well known and widely-used, a lesser known LLC service called Northwest delivers incredible customer experiences and overall value. They strike a balance between IncFile and LegalZoom by offering premium services for roughly the same price.
Whether you decide to hire a service or go it alone, follow these steps and your LLC will be prepared to start raking in profits right away.
Step 1: Name Your LLC
What’s in a name? Quite a bit, actually. Your business name is your West Virginia LLC’s identity, its personality, its reputation. Find a name that sticks in customers’ minds – while conveying your brand qualities – and you’ve struck gold. A unique, memorable name can draw in new customers and keep existing ones coming back.
Your LLC name is going to appear everywhere: business cards, marketing collateral, websites, legal contracts, bank accounts, invoices, directories, and much more. So be sure that it conveys your product, service, brand, and values.
While you can (and should) be creative with your business name, there are certain state requirements that it must follow.
Every West Virginia LLC name must include one of the following business identifiers: “Limited Liability Company” (LLC, L.L.C,), or “Limited Company” (LC, L.C., Ltd. Co.). Plus, you can’t reserve or register a name that’s already in use by another business. Your name must be distinguishable in the Secretary of State’s records.
Distinguishability is a broad term, and if your desired name is unavailable, you might be wondering how you can distinguish it. Typically, changes to the following name components will NOT cut it:
- Designators like LLC, Inc., Ltd., and LP
- The articles “a,” “an,” or “the.”
- Conjunctions (like “and,” “but,” and “or”)
- Special Characters
So, if you find out that your name is already taken, only changes to its keywords will make it unique.
Consider this: your friend Fanny wants to open a flower shop in Clarksburg, West Virginia. The name she is considering, Flowers by Fanny, LLC is already in use. So she comes up with a new one: Fanny’s Florals and Design, LLC. This name is similar to the original but includes new words, distinguishing it in the Secretary of State’s records.
Determine the Name is Available
Of course, you will only need to make distinguishable changes if your name is already taken. Don’t make the mistake of ordering business cards, creating advertisements, and using a name on documents like the Articles of Organization without first confirming it’s available. Use the Secretary of State’s Business Entity Search to see if there’s an existing business using your desired name.
Maybe you pegged a distinguishable name right away, or maybe it took some modifications, but either way, once you have a unique name, you can lock it down by filing a name reservation.
Optional: Name Reservation
You may have fallen in love with a particular name, but still have some preparation and paperwork to sort out before starting your LLC, and you’re worried that someone will swipe it in the meantime. To calm your nerves, you can reserve that name in West Virginia for 120 days.
Think about Fanny. After making her name distinguishable, she’s ready to make it official, but if she’s waiting on some paperwork to start her LLC, she can place a hold by sending an Application for Name Reservation and a $15 payment to one of the following offices:
West Virginia Secretary of State
One-Stop Business Center
1615 Washington Street
East Charleston, WV 25311
West Virginia Secretary of State
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
West Virginia Secretary of State
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
There’s no option to file online, but along with postal mail, you have two other options:
- Fax: Send your application to (304) 558-8381
- Email: Send standard filings to CorpFilings@wvsos.gov and expedited ones to email@example.com.
Every filing, including the name reservation, must include a Customer Order Request Form.
Step 2: Choose an Agent of Process
Fanny’s LLC is quickly taking shape, and if it’s going to operate in West Virginia, she’ll need a go-between for state and legal communications. This is called the agent of process.
An agent of process is a key component of your budding LLC, handling all of its sensitive communication with the state so you don’t have to. But maintaining an agent isn’t just a convenience, it’s required. The West Virginia Articles of Organization includes a specific section for your agent of process’ name and address, so decide on an agent before you begin the formation process.
Taxes, lawsuits, maintenance requirements, and more – the agent of process takes care of it all. If you had to do this yourself, it would pile additional tasks onto your already-full plate. Plus, your agent makes your business available to receive documents even when you’re out of town or away from the office. This is especially important if your physical office is outside West Virginia.
Now for the practical application, the “how-to.” Declaring an agent of process is as simple as including their name and address on your Articles of Organization. Once the Secretary of State processes your form, your agent will be on the record with the rest of your business information.
You have plenty of choices for your agent of process, which can either be an individual or a business entity.
Individual as Agent of Process
You may think that an individual agent of process would need specialized training or experience, but this isn’t the case. Anyone can serve as your agent of process, provided that they are a West Virginia resident. Because an agent’s main duty is to receive mail and service of process, they must maintain a physical mailing address in the state (no P.O. boxes).
Agent of Process Service
It can be a lot easier, though, to use an LLC formation service like IncFile or Northwest Registered Agent, so we highly recommend it. Not only will they take care of business formation requirements, but they’ll also include a free agent of process service. Or, if you’d rather start your West Virginia LLC on your own, you can use a national agent of process service to cover your agent duties.
During the life of your LLC you may, at some point, need to change your agent of process. Perhaps you want to switch from an individual to a professional service, or maybe your existing agent of process resigns. Either way, you’ll want to make the change as soon as possible because operating without an agent on file can lead to administrative dissolution.
Step 3: File the Formation Documents with the State
This is where the LLC formation process kicks into high gear. Let’s check back in with Fanny.
She’s reserved her unique business name, designated an agent of process, and she’s ready to get her LLC off the ground. It’s time for Fanny to take on the most important LLC document: the Articles of Organization. This filing creates a record for Fanny’s Florals and Design, LLC with the West Virginia Secretary of State, giving it authorization to commence business in the state.
The Secretary of State offers a few different submission options for the Articles of Organization – online, postal mail, fax, hand delivery and email – so you can choose the one that best suits your needs. The fee for all five methods is the same: $100, unless your LLC is veteran-owned, in which case the fee is waived.
The quickest and, perhaps, the easiest way to file, is through the Secretary of State’s One Stop Business Portal. This method will lead you through each step and process your document right away after you pay the fee via credit or debit card.
Complete the paper application and mail it, along with a check made out to “West Virginia Secretary of State,” to one of the addresses listed in the “Name Reservation” section above.
Send your document to (304)558-8381. Faxed forms must include a completed e-Payment Authorization Form.
You may hand deliver your Articles of Organization to any of the addresses listed above. In-person filings automatically incur a $25, 24-hour expedited processing fee.
Remember that all filings must include a Customer Order Request form, which includes a designation for standard filing, 24-hour processing ($25), 2-hour processing ($250), or 1-hour processing ($500).
Step 4: Create an Operating Agreement
The operating agreement is the framework that holds up an LLC, the vital underpinning that establishes processes for its procedures, activities, and conduct. Essentially, it serves as your company’s bylaws.
Even though West Virginia doesn’t specifically require its LLCs to maintain operating agreements, it’s in your best interest to do so. An operating agreement will do wonders for your business, establishing a framework that allows it to function smoothly while protecting your personal assets in any legal disputes.
Let’s say our friend Fanny sells a percentage of her company to two other owners. Her operating agreement could stipulate how the LLC’s assets would be distributed among them in the case of dissolution. But if she decided to maintain sole ownership, the agreement could be used in court as evidence that the LLC’s assets are separate from her personal ones. These are just two examples, but the operating agreement governs everything from member duties to tax structure.
If you’ve decided to draft an agreement, there are two ways to go about it:
- Write it yourself. Don’t be intimidated by this option. There are plenty of free online templates that serve as helpful guides. You can create an effective document from most of the templates out there, but we recommend this one, courtesy of Northwest Registered Agent. It’s got everything you need to draft a solid agreement.
- Hire an attorney. If you want to be absolutely sure that you don’t miss any important details, an attorney can write or review the agreement for you, ensuring that it complies with state law, includes all necessary information, and avoids the state’s default laws.
What are default laws?
Each state has its own set of generic, baseline laws for how LLCs should operate. These laws, however, only govern matters not included in your operating agreement. Take dissolution, for example. If your LLC ever dissolves, your operating agreement would determine what happens to its remaining assets and debts. But if you fail to include it in the agreement, the state will make that decision for you.
Because default laws are broad and not tailored to your specific business, they often aren’t in your LLC’s best interest, so it’s best to avoid them by being as comprehensive as possible in your agreement.
Step 5: Get an EIN
There’s simply no way to avoid taxes. In fact, it’s illegal to try, so don’t do it.
Federally, LLCs are classified as “pass-through” entities, businesses that don’t file corporate tax returns, but whose owners include income and losses on their individual returns. Still, there are certain circumstances that require LLCs to pay federal taxes, like classifying as a corporation or partnership, hiring employees, or selling merchandise. So, in Fanny’s case, if she plans on hiring additional florists and selling bouquets, she will need to apply for an EIN.
The Employer Identification Number (EIN) is a nine-digit number that the IRS will use to identify your company’s tax accounts, so if you pay any business taxes, it’s extremely important to have one. Click the “Do I need an EIN?” link on this page to see if you fall into this category. If so, apply for an EIN one of three ways:
Need to get this done quick? File online – it’s by far the most efficient method. You can only complete the process between 7 a.m. and 10 p.m. EST, Monday through Friday, but you’ll receive your number immediately upon finishing the digital form. Keep in mind that you will need to provide a valid individual taxpayer number (like a Social Security Number) as part of the process.
You might prefer the feel and security of a paper form. In this case, download Form SS-4, complete it, and fax it to (855) 641-6935. You will receive your EIN within four business days.
Or, there’s always trusty postal mail. However, this is the slowest option, as processing typically takes around four weeks. If that doesn’t deter you, fill out Form SS-4 and send it to:
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
Okay, so you’ve filed the Articles of Organization, designated an agent of process, adopted an operating agreement, and filed for an EIN. Time to start doing business, right? Sorry, there are a couple of additional steps you may need to take first. But don’t worry, you’re almost there!
Step 6: Taxes, Licensing & Income Reporting
For all intents and purposes, most LLCs will be official after completing all the prior steps. Still, it’s important for business owners like Fanny to keep looking ahead, as there are certain maintenance requirements to keep a West Virginia LLC running smoothly and in good standing with the state.
Before you start doing business, create a plan for the following potential LLC requirements:
As mentioned earlier, LLCs are almost always classified as “pass-through” entities, which means that they don’t pay income taxes directly to the federal government. That responsibility falls instead on the owners, who must include business income and losses on their personal 1040 tax returns and/or Schedule C. LLCs are flexible with tax structure, so you can choose to have yours taxed like a corporation instead. In this case, it would need to file a separate corporate tax return.
West Virginia’s state taxes are similar to federal ones in the sense that your LLC’s income will “pass-through” to be filed on the owners’ personal returns. While some states also impose a franchise tax for the privilege of doing business there, West Virginia does not, so your state tax situation is fairly simple.
But don’t celebrate just yet. Your LLC isn’t completely off the hook for taxes. There are certain business taxes you still might owe if you meet certain requirements. The most common include the Sales Tax and Use Tax – if your business sells merchandise – or the Unemployment Tax and Withholding Tax, if your business hires employees. The most efficient way to register for these taxes is through the One Stop Business Portal. In fact, if you filed your Articles of Organization online, you may already be registered. Paper applications are available too. Use this one for the Withholding, Sales, and Use taxes, and this one for the Unemployment Tax.
Plus, depending on your LLC’s location, it may owe a local tax to the city, municipality, or county where it resides. Consult your local government’s website to find out.
The Articles of Organization may have already made your business legitimate, but your LLC might still need to obtain a license before doing business. This all depends, however, on the type of business you run.
You may be unsure whether or not your LLC will require licensure, and that’s okay! Check out the West Virginia Association of Licensing Boards webpage. Here you’ll find a list of over 30 licensing agencies with their contact information. Additionally, you’ll want to visit the West Virginia Division of Labor website, which gives more information on professional and occupational licensure. Imagine, for example, that our friend Fanny wants to sell snacks and refreshing beverages in addition to flower arrangements. She would need to obtain licensure from the Department of Health before doing so.
The city or county where your LLC resides might also have its own licensure requirements, so check with your local government to ensure compliance with their standards.
Once you’ve taken all the steps to start your LLC, you’ll be off and running, making deals and growing the company. But when you’re rolling along and things are moving 100 miles per hour, don’t forget that West Virginia requires all of its businesses to submit one important recurring filing: the Annual Report.
Every year between January 1 and July 1, you will need to file the report and pay a $25 fee, so put it on your calendar! The Secretary of State will also send you a helpful reminder in January. Filing the Annual Report is fairly easy, especially if you haven’t made any major changes to your LLC from the year prior. You can submit your form online or by mailing, faxing, emailing, or hand-delivering a paper form. See the Name Reservation and Articles of Organization sections for additional filing instructions.
Submit an Annual Report after July 1 and you’ll incur a $50 late fee. Fail to file it completely and your LLC risks dissolution by the state.
And we’ve come to the end. It’s a long process, and not always easy, but the reward is well worth it. If you’ve made it this far, congratulations! Your West Virginia LLC is ready for takeoff. So go ahead and start with that big sale, promotional campaign, or business deal. Maybe you’ll see Fanny out there in the business world, selling her beautiful floral creations.
Need Help Creating Your LLC?
If you even skimmed this guide to look over the steps, you likely got a sense of how many moving parts there are when starting an LLC. Can you do it all yourself? Absolutely. We have complete confidence in you.
But if you’d rather hand it off to someone else and not have to worry about it again, we recommend using an LLC formation service. This way, you can go about your other business responsibilities with the confidence that everything will be submitted correctly and punctually.
Plus, an LLC formation service can handle maintenance items like Annual Reports, so you can take them off your to-do list. And on top of that, many services also provide an agent of process.
Sound good? Whether you know that you’ll need an LLC service or you’re just exploring your options, take a look at IncFile and Northwest Registered Agent. These are two of the top services available. And you can take our word for it because we’ve done a whole lot of research on the topic.
Compare the Top LLC Services
Since you may be new to the LLC formation process, you might also be unfamiliar with IncFile and Northwest. As a reference point, they provide very similar services to the industry giant, LegalZoom. Check out our comparison guides for more information: