How to Form an LLC in West Virginia with Form LLD-1

Forming an LLC in West Virginia

West Virginia does not require a limited liability company to appoint an agent for service of process. W. Va. Code §31B-1-108(a) says a West Virginia LLC "may continuously maintain" an office and an agent for service of process, and §31B-2-203(a)(2) and (3) ask for each only "if any." Form LLD-1 agrees: "You may wish to maintain an 'agent for service of process' in West Virginia." Where the company keeps no agent, or the agent cannot be located, §31B-1-111 makes the Secretary of State an agent on whom process may be served.

What the form does insist on is names. Section 11 of Form LLD-1 requires the name and address of every member of a member-managed company, or of every manager of a manager-managed company, and states that "the application will be rejected if the information is not provided."

Filing the Articles of Organization

W. Va. Code §31B-2-202(a) organizes a West Virginia LLC by "delivering articles of organization to the office of the Secretary of State for filing, together with the fee." Existence begins when the articles are filed, unless the filer specifies a delayed effective date. The state form is Form LLD-1, "West Virginia Articles of Organization of Limited Liability Company," Rev. 07/2026.

What Form LLD-1 must contain

Section 31B-2-203(a) lists nine items. Besides the name and principal office address, it asks for each organizer, each member having authority to execute instruments, the initial managers, whether members are liable for company debts under §31B-3-303(c), the purpose, and an e-mail address for "informational notices and reminders of annual filings," required "unless there is a technical inability to comply."

Three sections catch filers out. Section 13a asks for a description of the business activity, such as "commercial painting." Section 10 carries the at-will or term election, and if neither box is marked "the company will be established as an at-will company." Section 12 carries the member liability election, and warns against checking "Yes" without the written consent of those members already in hand.

Fees and the two West Virginia fee waivers

Section 59-1-2(a)(1)(C) prices articles of organization at $100, and Form LLD-1 prints "FILING FEE: $100" on page 1. The Secretary of State adds "a $1.00 online processing fee" to all online filings.

Two laws can take that $100 to zero. Section 59-1-2(j) exempts a veteran-owned business commenced on or after July 1, 2015, and an active-duty-member-owned business from July 1, 2021; Form LLD-1 shows the line as "Veteran-owned entity registration FEE WAIVED, $0." The test at §59-1-2a(a) is ownership "at least 51 percent unconditionally" by veterans, active-duty members or their spouses, with a DD214 form or current military ID attached. Under §59-1-2a(m) a qualifying business also pays no annual report fee "for the first four years after its initial registration," though the deadlines still apply.

The second is the Young Entrepreneur Reinvestment Act. Section 59-1-2c exempts "a person who is under the age of 30 who resides within West Virginia" who is a member of the LLC, claimed on Form YEA with proof of age and residency.

Where to file and what the state publishes about timing

Online filings go through the WV One Stop Business Portal at onestop.wv.gov, branded Business4WV. Paper filings may be mailed to any Secretary of State hub office, in Charleston, Clarksburg or Martinsburg.

The Customer Order Request appended to Form LLD-1 publishes one standard figure, "Standard (5-10 business days), No additional cost."

Expedited service is available: 24-hour at $25, 2-hour at $250 and 1-hour at $500, each "in addition to the regular filing fee," within the $500 ceiling §59-1-2(k) sets.

Naming a West Virginia LLC

Under §31B-1-105(a) the name must contain "limited liability company" or "limited company," or the abbreviation "L.L.C.", "LLC", "L.C." or "LC"; "Limited" may be abbreviated "Ltd." and "company" may be abbreviated "Co."

Section 31B-1-105(b) requires the name to be distinguishable upon the records of the Secretary of State from any company organized or authorized here and from any reserved or registered name. Section 31B-1-101(6) defines that test: it requires "at least a one-word difference" where the words are common terms and the businesses may appear similar, and "at least a word order difference" where the differing word is a proper name or an unusual term.

Availability is checked on the Business Organization Search at apps.sos.wv.gov. Section 31B-1-106(a) reserves a name for 120 days of exclusive use, renewable once for one further 120-day period, after which the same or associated persons may not reserve it again for one calendar year. The fee at §59-1-2(a)(4) is $15. The Form LLD-1 instructions add that preparing LLC papers without first receiving a reservation is done "at your own risk."

They also warn that a company doing business under any name other than the one on its organizing document must register that trade name with the Secretary of State, and that "failure to do so could result in a fine or imprisonment." An LLC uses the Application for Trade Name (DBA), Form NR-3, at $25 under §59-1-2(a)(1)(K).

Agent for service of process

Section 31B-1-108(b) allows an individual resident of West Virginia, a domestic corporation, another limited liability company, or an authorized foreign corporation or company to serve as agent. Section 59-1-2a(a) makes the code's fee for the Secretary of State's services "as a statutory attorney in fact" the annual report fee. Changing the agent, an address, or the members or managers is done on Form AAO for $15 under §59-1-2(a)(3). The West Virginia registered agent guide has more.

The annual report

Section 31B-2-211(a) requires every West Virginia LLC, and every foreign LLC authorized to transact business here, to deliver an annual report to the Secretary of State. The fee is $25 under §59-1-2a(c). The report restates the company name, the designated office and agent if any, the principal office address, and the managers or members with signing authority, current as of the date it is signed. The first report is due in the year following the calendar year in which the company was organized.

Two primary sources state the deadline two ways. Section 59-1-2a(e), headed "Annual or biennial reports and fees due by June 30," requires the report and fee "on or before 11:59 PM on June 30 of each year." Section 31B-2-211(c) and the annual report notice printed on Form LLD-1 describe the window as "between January 1 and July 1."

Missing the deadline

The administrative late fee at §59-1-2a(h)(1)(A) is $50 for an annual delinquency and $100 for a biennial delinquency. Once the company is more than 30 days delinquent, §59-1-2a(i)(2) lets the Tax Commissioner "suspend, cancel, or withhold a business registration certificate" until the report is paid and filed. Failing to deliver the report within 60 days after it is due is a ground for administrative dissolution under §31B-8-809(a)(2). Section 31B-8-810(b) then gives the company 60 days after service of notice to correct each ground before the Secretary of State files a certificate of dissolution. Reinstatement runs for two years under §31B-8-811, for $25, on an application carrying a Tax Commissioner certificate that all taxes owed by the company have been paid. The dissolution guide covers a voluntary wind-up.

Electing biennial filing

Section 31B-2-211(e) lets a company "elect to file a biennial report in lieu of an annual report" once it has timely filed all required annual reports "for five consecutive calendar years" and is in good standing at the time of election. The biennial fee is $50. Under §31B-2-211(f) the 2026 amendments take effect July 1, 2026, and "shall not forgive prior failures to file annual reports or pay annual fees previously due."

West Virginia also regulates who may write to a company about the report. Under §59-1-2a(o) a private solicitation must carry, in 16-point capitals, "THIS PRODUCT OR SERVICE HAS NOT BEEN APPROVED OR ENDORSED BY ANY GOVERNMENTAL AGENCY," and must state that reports "may be filed directly with the Secretary of State for the statutory $25 fee."

The Business Registration Certificate

Filing with the Secretary of State does not authorize the company to operate. Form LLD-1 says so: "filing Articles of Organization alone does not qualify you to do business in West Virginia." Section 11-12-3(a) bars any person from engaging in business activity in the state "without first obtaining a business registration certificate from the Tax Commissioner."

The business registration tax is $30 under §11-12-3(b), payable on each issuance, reissuance or reinstatement. The certificate does not run on a renewal cycle: under §11-12-5(a) one granted on or after July 1, 2010, is "permanent until cessation of the business ... or until it is suspended, revoked or canceled." The Tax Division takes applications through the Business for West Virginia website or on Form BUS-APP.

State taxes

No business franchise tax is due. Section 11-23-6(b)(11) provides that "for taxable years beginning on or after January 1, 2015, there shall be no tax due under the provisions of this article."

Pass-through income reaches members through the personal income tax. Section 11-21-4g(a) sets the rates at 2.36% on the first $10,000 of West Virginia taxable income, then 3.15%, 3.54% and 4.72%, and 5.12% on taxable income over $60,000, applicable "retroactively for all taxable years beginning on and after January 1, 2023." The consumers sales and service tax is "six cents on the dollar of sales or services" under §11-15-3(b), with the collection duty on the vendor. The West Virginia LLC tax guide has the filing mechanics.

Professional limited liability companies

Section 31B-13-1301(3) limits professional limited liability companies to professions listed in statute, among them attorneys-at-law, physicians, accountants, architects and land surveyors. The name must carry "professional limited liability company" or the abbreviation "P.L.L.C.", "PLLC", "Professional L.L.C." or "Professional LLC" under §31B-13-1303. The application "will be rejected if the VOE is not signed by the board and attached," and §31B-13-1305(e) requires the company to "carry at all times at least $1 million of professional liability insurance."

EIN and operating agreement

An EIN comes from the IRS rather than from West Virginia, and the EIN guide covers the application.

West Virginia does not require an operating agreement. Section 31B-1-103(a) says all members "may enter into an operating agreement, which need not be in writing," and that Chapter 31B governs relations among the members, managers and company to the extent the agreement does not. Section 31B-1-103(b) bars an agreement from unreasonably restricting access to records, eliminating the duty of loyalty or the obligation of good faith and fair dealing, or unreasonably reducing the duty of care. The operating agreement guide covers what one usually contains.

Frequently asked questions

Does a West Virginia LLC need a registered agent?

The statute does not require one. W. Va. Code 31B-1-108(a) says a West Virginia LLC may continuously maintain an office and an agent for service of process in the state, and 31B-2-203(a)(2) and (3) ask for the designated office and the agent each only if any. Under 31B-1-111, where the company keeps no agent or the agent cannot be located, the Secretary of State is an agent of the company on whom process may be served.

How much does it cost to form an LLC in West Virginia?

The Articles of Organization fee is $100 under W. Va. Code 59-1-2(a)(1)(C), and the Secretary of State adds a $1 online processing fee to online filings. The fee is waived for a qualifying veteran-owned or active-duty-member-owned entity under 59-1-2(j), and for a West Virginia resident under 30 who is a member of the LLC under 59-1-2c.

Does Form LLD-1 have to list the members of the LLC?

Yes. Section 11 of Form LLD-1 requires the name and address of every member of a member-managed company or every manager of a manager-managed company, and states that the application will be rejected if the information is not provided. The instructions say to list all members or managers who have signature authority.

When is the West Virginia annual report due?

W. Va. Code 59-1-2a(e) requires the report and the $25 fee on or before 11:59 PM on June 30 of each year. W. Va. Code 31B-2-211(c) and the annual report notice on Form LLD-1 describe the window as between January 1 and July 1. The first report is due in the year following the calendar year in which the company was organized.

Is expedited filing available in West Virginia?

Yes. The Secretary of State publishes three expedite tiers charged in addition to the regular filing fee: 24-hour at $25, 2-hour at $250 and 1-hour at $500. W. Va. Code 59-1-2(k) allows an expedited service fee not exceeding $500.

Can a West Virginia LLC stop filing an annual report every year?

From July 1, 2026, W. Va. Code 31B-2-211(e) lets a company that has timely filed all required annual reports for five consecutive calendar years and is in good standing at the time of election file a biennial report instead. The biennial report fee is $50 and the late fee for a biennial delinquency is $100.