Your business is growing, and you’re planning an expansion to other states. It’s a good problem to have!
But it’s not quite as simple as choosing another location. Because each state has different rules and requirements for business operations, you may need a “foreign qualification” in each state where you plan to do business.
It’s a common misconception that foreign qualification is only for businesses operating outside the U.S. But in this case, “foreign” refers to any business operating in a state that isn’t the state where the LLC was originally formed.
For example, if your LLC is registered in Washington and you are looking to open a second location in West Virginia, you may need to complete a foreign qualification in West Virginia before you can expand there.
What happens if I fail to foreign qualify before doing business in West Virginia?
Foreign qualifying is essentially asking permission to do business in the state of West Virginia. And the notion that “it’s easier to ask forgiveness than permission” doesn’t apply here. Failing to foreign qualify before starting a business in West Virginia yields consequences that are far costlier than registering in the first place.
If you fail to foreign qualify, your business will no longer be able to maintain an action or proceeding in West Virginia courts. Additionally, the Attorney General can cut off your business activities in the state until you’ve properly registered, and the Secretary of State will be appointed as your agent for service of process.
Those are serious penalties, but even so, conducting unauthorized business will not totally stop your business activity in West Virginia. For example, it won’t invalidate any of your existing in-state contracts, and it won’t prevent you from defending a lawsuit in court.
See the West Virginia LLC Act, Section 31B-10-1008 for more information.
What is considered “doing business” in West Virginia?
We’ve established why you shouldn’t do business without a foreign qualification. But what exactly does it mean to “do business” in West Virginia? If you go to the state’s LLC Act looking for specific answers, you’ll have a hard time finding them. But tax laws tell us that you are considered to be “doing business” in most cases and required to foreign qualify if:
- Your LLC has offices, stores, warehouses, or other established, continuous physical presences in the state
- Your LLC has employees or other representatives making transactions on its behalf in the state
Think of it this way: if your LLC is making profits off of West Virginia’s economy, you’re probably conducting business there.
If you’re unsure whether or not you need to file for a foreign qualification in West Virginia, we suggest seeking legal counsel.
Could I be exempt from foreign qualifying in West Virginia?
The foreign qualification, however, isn’t a hard and fast rule for all LLCs performing any kind of action in West Virginia. Certain actions do not qualify as “doing business” and therefore don’t require a foreign qualification. Some examples are:
- Defending or settling an action or proceeding in West Virginia courts
- Activities that only concern internal affairs, like holding meetings of LLC members and/or managers
- Maintaining bank accounts
- Keeping offices or agencies for the management of the LLC’s own securities
- Selling products or services through independent contractors
- Facilitating orders that require acceptance outside the state before becoming contracts
- Creating or acquiring indebtedness, or collecting certain debts
- An isolated transaction, not in a series of similar ones, completed within 30 days
- Transacting business in interstate commerce
Check out the more exhaustive list in Section 31B-10-1003 of the West Virginia LLC Act. Are your only in-state business activities present? Congratulations! You’re likely exempt from foreign qualifying. However, it’s wise to seek legal counsel if you’re unsure.
How to Foreign Qualify Your LLC in West Virginia
Foreign qualification in West Virginia is simple if you know where to find and send your forms. If you or your legal counsel has decided to foreign qualify your LLC in West Virginia, the Secretary of State has compiled all the information and links you need on this helpful page. There’s both an online and paper option for submitting your application.
Both application processes require you to submit a Certificate of Good Standing from the state where you formed your LLC. This document must be from the current tax year. Contact your home state’s Secretary of State to obtain one.
If you want to get your LLC foreign qualified as quickly as possible, file online. You can do so through the One Stop Business Portal. First, create an account to log in. Then, select “Register Your Business” from the navigation bar and click the “New Business Registration” button. Follow the on-screen prompts to enter your LLC’s information and you’ll be done in no time.
Prefer a hard copy? No problem. Download the “Application for Certificate of Authority” and enter your LLC’s information. Pages 4-5 of the form contain step-by-step instructions for how to complete it. Along with your completed paper application, you’ll need to submit a couple of other things:
- Your Certificate of Good Standing
- A $150 payment by check or card
- A “Customer Order Request” (page 7 of the application)
- An “e-Payment Authorization” (page 9 of the application, only if paying via card)
When you’re finished, mail your materials to the One-Stop Business Center at 1615 Washington Street East, Charleston, WV 25311.
Sometimes foreign qualification is a time-sensitive process, so if you need your form processed right away, the Secretary of State offers three different expedited service options. Indicate your expedited service selection on the Customer Order Request. 24-hour service costs $25, 2-hour service costs $250, and 1-hour service is $500. If requesting expedited processing, write “EXPEDITE” and the level of service on your envelope.
After your form is in and your fee is paid, sit back, take a deep breath, and pat yourself on the back. Your LLC is on its way to foreign qualification and you’re embarking on another chapter in the life of your business.
Name Requirements to Remember
As you wrap up the foreign qualification process, take a moment to confirm that your LLC name follows West Virginia’s entity naming rules. You wouldn’t want your business name to hold up your registration. In West Virginia, your LLC name must:
- Use one of the following business identifiers: “Limited Liability Company” (LLC, L.L.C,), or “Limited Company” (LC, L.C., Ltd. Co.)
- Be distinguishable from every other business entity name registered or reserved in the Secretary of State’s records (perform a West Virginia LLC name search to make sure the name you want is available)
You can also reserve your West Virginia business name if you’re not quite ready to foreign qualify your LLC.
Should I hire a service to file my West Virginia foreign LLC?
Considering all the work that goes into expanding your business to a new state, you’ve likely got a lot on your plate. Rather than trying to juggle everything yourself, you can bring on an individual or company to help you secure your LLC’s West Virginia foreign qualification.
For example, business attorneys understand all the legal nuances involved, providing peace of mind that the job will get done correctly. But if you go this route, be sure you have the budget for it. Lawyer fees for West Virginia foreign LLC qualifications can be a prohibitively expensive option for businesses operating on tight budgets.
If you’re operating on a limited budget, but still want to have your West Virginia foreign LLC professionally registered, go with an online business service provider. There are plenty of reputable companies that can help you out with West Virginia foreign qualifications, but here are a couple of our favorites:
- MyCompanyWorks ($99): MyCompanyWorks is one of the only service providers offering foreign qualifications for less than $100. This company receives excellent customer reviews and has a great track record of success, making it a smart choice for a wide range of entrepreneurs.
- IncFile ($149): IncFile offers a free LLC formation service that we have always appreciated, and its pricing for foreign qualifications is a reasonable $149. IncFile has the best customer feedback reputation in the industry, with tens of thousands of positive reviews available online.
- Northwest Registered Agent ($225): Northwest is more of a premium service, with the best customer support in the industry, in our opinion. They also include a year of their namesake registered agent service with every foreign qualification. There’s a reason Northwest is our #1 pick among the best registered agent services!
Frequently Asked Questions
When Is the Best Time to Foreign Qualify an LLC?
We think you should foreign qualify your LLC before you begin conducting business in a new state. If you don’t, your business could be subject to a broad range of fines and penalties for operating an LLC in a state where you don’t have permission to do so.
How Long Does It Take West Virginia to Process a Foreign Qualification?
You’ll typically need to wait at least five business days for an online application and 15 business days for a mailed application. As we mentioned earlier, West Virginia does have expedited options available, starting at a very reasonable $25 for 24-hour processing.
Where Can I Learn More About the West Virginia LLC Licensing and Permitting Requirements?
Chances are, you’ll require at least one license or permit to operate your LLC in compliance with West Virginia state law. For more information about business licenses and more in this state, check out the Division of Labor’s convenient licenses and permits webpage.
Do I Need to File an Annual Report for My Foreign LLC in West Virginia?
Yes. Whether you operate a domestic or foreign LLC in this state, you are required to file a West Virginia LLC Annual Report.
What Is the Total Expected Cost of Operating an LLC in West Virginia?
The overall costs of operating a West Virginia LLC can vary considerably based on the specifics of your business. However, we created a helpful guide to help you identify and plan for every expense your LLC will face in this state.
Should I Use an LLC Service, Hire an Attorney, or Foreign Qualify My Own LLC?
The answer to this question lies in your personal preferences, but we can give some general pointers. An attorney will cost the most by a mile, but also provides expertise you won’t find with the other options. The DIY route is free of charge but can require quite a bit of legwork and provides no peace of mind that the process is being completed correctly.
Using an LLC service means your business will be foreign qualified by professionals who know what they’re doing, while also costing significantly less than a lawyer. This “best of both worlds” attribute is what makes LLC services our preferred option.
How Do Online LLC Services Work?
Using an online LLC service removes much of the hassle from the foreign qualification process. With these services, all you need to do is provide them with the name, location, and industry your business operates in, along with some info about yourself and your West Virginia agent of process.
The service then registers your Application for Certificate of Authority with the state to qualify your LLC to do business in West Virginia.
Are LLC Service Websites Legit?
Absolutely. There are quite a few reputable companies offering LLC formation service and foreign qualifications these days, including the two options we discussed earlier: MyCompanyWorks and IncFile.
In fact, while we certainly have our opinions about which ones offer the best pricing and features, every one of the incorporation services we discuss on this website is entirely legitimate and trustworthy.
Need to save time?
Let’s face it, there’s never enough time in the day, especially when you’re running a company. And properly registering your LLC in West Virginia involves research and time, time that you could be using to continue growing your business.
If the thought of paperwork, fees and state correspondence makes your head spin, consider using a service like Northwest Registered Agent to foreign qualify your business. Services like Northwest ensure that your forms are filed correctly and on time, potentially saving you thousands of dollars in penalties, not to mention a bunch of time and stress.
Foreign Qualification in All 50 States
We break down the Foreign Qualification filing process in detail in all 50 states. View all of our Foreign Qualification guides below.