Not every limited liability company (LLC) lasts forever. In fact, many LLCs in West Virginia are only intended to operate for a designated time period. Whatever your reasoning for closing up shop, the state of West Virginia has a specific process that all LLCs must go through before they are considered to be officially dissolved.
Which steps are involved in the West Virginia LLC dissolution process? Are there different processes for businesses based in West Virginia and those expanded from other states? When do you need to dissolve your LLC? We’ll answer all of these questions and more in this article.
How Do You Dissolve a West Virginia LLC?
When closing a business registered as an LLC in the state of West Virginia, you’ll need to take care to dissolve your business exactly as the state outlines. The most important part of this process is filing the correct paperwork with the relevant legal entities, but this is far from the only vital step.
In addition to filing documentation of your West Virginia LLC dissolution, you will need to liquidate the assets of your business, notify all individuals and business entities that have an interest in your company, and resolve any outstanding liabilities with vendors, suppliers, or clients.
There are potentially severe penalties for failing to comply with the West Virginia LLC dissolution process, and you as a business owner could be personally responsible for your LLC’s liabilities and debts. Therefore, it’s extremely important that you complete each step outlined in this guide to ensure an effective and compliant dissolution.
As for the question of when you should dissolve your LLC, you should do this as soon as you’re certain you will no longer conduct business through this entity. This gives you an opportunity to close up shop with the knowledge that you’re not transacting any business after you start the dissolution process.
Dissolution for Domestic West Virginia LLCs
Is your LLC based in West Virginia, and registered as a domestic entity in this state? If so, you’ll start your dissolution process with a document known as the Articles of Termination. This form will include some crucial information about your business, so you should fill it out carefully and accurately.
Among the info you’ll need to complete this form is the official business name of your LLC, a return address in case the state has questions about your filing, the date your LLC terminated operations, the effective date of your filing, your name, title, signature, and the date.
When you’ve finished filling out this form, you can submit it to the Secretary of State online, by mail, or by hand. There is a $25 fee associated with this filing, and there’s a $1 surcharge if you file online. If you’re submitting your documents on a paper form, you will also need to complete the Customer Order Request form, where you indicate your processing preference, return address, and payment method.
Typically, the state takes 5-10 days to process a standard paper filing, while online filings take roughly 2-3 days. There are expedited options available as well: 24-hour service for $25, two-hour service for $250, and one-hour service for $500.
But what does this process look like for a business that was formed outside the state and then expanded to West Virginia?
Dissolution for Foreign LLCs in West Virginia
If you operate a foreign LLC in the state of West Virginia, the dissolution process looks slightly different than it does for domestic entities. In fact, it’s actually technically called a cancellation rather than a dissolution.
To dissolve a foreign LLC in this state, you’ll first complete the Certificate of Cancellation of Authority of a Limited Liability Company document. Much of the information for this form is the same as the info provided for the Articles of Termination, but there are some differences for the foreign version.
This form requires your LLC’s official business name, the state where you originally registered your LLC, an address where the state can send correspondence regarding the LLC, the effective date of cancellation, your name, title, signature, and the date.
When you’re done filling out the form, you can submit it online, by mail, or by hand. There’s a $25 fee for this filing, plus a $1 surcharge if you file online. If you submit your documents on a paper form, you’ll also need to complete the Customer Order Request form, where you indicate your processing preference, return address, and payment method.
The state usually takes 5-10 days to process a paper filing, while online filings take about 2-3 days. There are expedited options available as well: 24-hour service for $25, two-hour service for $250, and one-hour service for $500.
Involuntary Dissolutions in West Virginia
We should also discuss the potential for an LLC to be involuntarily dissolved by the state. There are several reasons this could happen, and most of them revolve around significant mistakes made by the LLC’s ownership group.
For instance, West Virginia could involuntarily dissolve your LLC if you fail to pay any fees, taxes, or penalties assessed by the state within 60 days of the due date, or if you fail to deliver your LLC’s annual report within 60 days.
It’s obviously never advisable to operate your LLC in a way that leads to the state dissolving it against your will. However, the penalties can be even steeper than you might realize. For example, you would need to correct any issues that led to your LLC’s administrative dissolution, acquire a certificate from the Tax Commissioner stating that all tax obligations of the LLC have been satisfied, submit a reinstatement application to the state, and pay at least $100 in fees. If you don’t complete this process within two years of your administrative dissolution, your LLC will be permanently terminated.
In addition, if you keep operating your business after the state involuntarily dissolves it, you could open yourself up to all sorts of legal issues due to the continued operation of a non-compliant entity. In general, you should be as careful as possible when it comes to following the rules and regulations in this state.
It’s not that the process for dissolving or withdrawing your LLC in West Virginia is terribly difficult. However, it is a process that you need to take great care to complete in a compliant fashion, or you could expose your business to a wide variety of potential legal complications and financial penalties. Trust us when we say it’s much smarter and easier to simply follow the directions with care to avoid any issues.
Do you need more information about operating an LLC in West Virginia? Take a look at the following resources: