Articles of Organization LLC West Virginia

What Are West Virginia Articles of Organization?

In West Virginia, the formation of a Limited Liability Company (LLC) is governed by the filing of the Articles of Organization. This document, also known as the Certificate of Formation, is a legal instrument that establishes the existence of an LLC in the state. The Articles of Organization are filed with the West Virginia Secretary of State and are governed by the West Virginia Code, specifically Chapter 31B, Article 2. The purpose of this document is to provide the state with essential information about the LLC, including its name, address, management structure, and registered agent.

For more information, visit the West Virginia Secretary of State's Business Division.

Are West Virginia Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for the legal formation of an LLC in West Virginia. According to West Virginia Code §31B-2-201, an LLC is not legally recognized until the Articles of Organization are filed with the Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the protections and benefits of an LLC structure, such as limited liability for its members.

Information Required in West Virginia Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per West Virginia Code §31B-1-105. The name must be distinguishable from other business entities registered in West Virginia. Certain words may be restricted or require additional approval, such as "bank" or "university." To check name availability, use the West Virginia Business Entity Search.

West Virginia Registered Agent and Registered Office

Every LLC in West Virginia must designate a registered agent and a registered office. The registered agent can be an individual resident of West Virginia or a business entity authorized to do business in the state. The registered office must be a physical address in West Virginia, not a P.O. Box, as specified in West Virginia Code §31B-1-108. The registered agent must consent to their appointment.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as outlined in West Virginia Code §31B-3-301. The document should include the names and addresses of the initial members or managers.

Organizer Information

An organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in West Virginia. The organizer's name and address must be included in the filing.

Purpose Statement

West Virginia allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated in the Articles of Organization. Special considerations apply to professional LLCs, which may require additional documentation.

Certificate of Formation Effective Date

The Articles of Organization become effective upon filing unless a delayed effective date is specified. A delayed effective date cannot be more than 90 days after the filing date, as per West Virginia Code §31B-2-203.

How to File West Virginia Articles of Organization

Online

The West Virginia Secretary of State offers an online filing system called the Business4WV. This system is available 24/7, and filings are typically processed within 1-2 business days. Payment can be made via credit card, and a convenience fee may apply. To file online, create an account, complete the required information, and submit the payment.

Mail

To file by mail, send the completed Articles of Organization form to:

West Virginia Secretary of State
Business & Licensing Division
1900 Kanawha Blvd E,
Charleston, WV 25305

Include the filing fee and make checks payable to "West Virginia Secretary of State." Processing time for mail filings is generally 5-10 business days. Ensure to include a self-addressed, stamped envelope for the return of your documents.

West Virginia Articles of Organization Filing Fee

The filing fee for the Articles of Organization in West Virginia is $100. For the official fee schedule, visit the West Virginia Secretary of State Fee Schedule. Additional fees may apply for expedited processing or credit card payments. All fees are non-refundable.

What Happens After Filing West Virginia Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in West Virginia. The Secretary of State will issue a Certificate of Formation as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the West Virginia State Tax Department. An operating agreement is recommended, though not required by law. The LLC must also file an annual report with the Secretary of State.

Common Mistakes When Filing West Virginia Articles of Organization

1. Name Availability Issues: Failing to check name availability can result in rejection. Use the Business Entity Search to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can lead to rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the fee schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Ensure the agent is a resident or authorized entity in West Virginia.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank."
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer to avoid rejection.
7. Wrong Forms for Professional Services: Professional LLCs may require additional forms. Verify requirements for professional entities.
8. Delayed Effective Date Errors: Specifying an invalid delayed effective date can cause issues. Ensure it is within 90 days of filing.

Additional Resources

• West Virginia Secretary of State Main Page
• Business Division/Formation Page
• West Virginia Code
• Business4WV Online Filing System
• West Virginia State Tax Department
• Contact: (304) 558-8000, email

This article provides general information about West Virginia LLC formation requirements under the West Virginia Code. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.