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How to Form an LLC in West Virginia

West Virginia charges $100 to form an LLC and $30 more, once, for the Tax Division business registration certificate a business needs before it operates, so year one is $130 for a single location. The state then runs two tracks that must never be merged: a $25 Secretary of State annual report due by 11:59 PM on June 30, and a permanent Tax Division certificate that never renews. West Virginia also breaks the usual agent rule, because its statute says a company may maintain an agent for service of process, and the articles ask for one only if any.

By the LLCForming research teamFees checked Nov 8, 2026

The West Virginia filing steps

1. Check your name on the state's own search

   Search the Secretary of State's records before you file. Under Section 31B-1-105(a), a West Virginia LLC name must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C.", or "LC", with "limited" shortened to "Ltd." and "company" to "Co." if you choose, and professional companies use the professional limited liability company wording in Section 31B-13-1303. Under Section 31B-1-105(b), the name must be distinguishable upon the records of the Secretary of State from the name of any corporation, limited partnership, limited liability partnership, or limited liability company incorporated, organized, or authorized to transact business in this state, from a name reserved or registered under Sections 31B-1-106 or 31B-1-107, and from a fictitious name approved under Section 31B-10-1005 for a foreign company. A search does not reserve the name. To hold one, file an application for name reservation, Form NR-1, for $15 per 120 day period under Sections 31B-1-106(a) and 59-1-2(a)(4); the reservation may be renewed for one additional period of 120 days, and may not thereafter be reserved by the same or associated persons within one calendar year of the expiration of the last reservation period.

2. Name your agent for service of process (and designated office)

   West Virginia does not use the registered agent wording in Chapter 31B. The statutory terms are agent for service of process, shortened on Secretary of State forms to agent of process, and designated office, and the Secretary of State also acts as attorney-in-fact for service purposes. The West Virginia quirk, stated precisely, is that an agent is not mandatory on the face of the current statute. Section 31B-1-108(a) provides that a limited liability company and a foreign company authorized to do business in this state may continuously maintain in this state an office, which need not be a place of its business in this state, and an agent and address of the agent for service of process on the company. The articles repeat the optionality, asking for the designated office if any and the agent if any, under Section 31B-2-203(a)(2) and (3). Do not import another state's shall maintain a registered agent rule into West Virginia. That said, operating without one invites the service and compliance problems the statute's structure creates, because Section 31B-1-111 makes the agent for service of process the company's agent for service of any process, notice, or demand required or permitted by law to be served on the company. If you name an agent, Section 31B-1-108(b) requires the agent to be an individual resident of this state, a domestic corporation, another limited liability company, or a foreign corporation or foreign company authorized to do business in this state. Change the designated office or the agent with Form AAO, Application to Appoint or Change Process, Officers, and/or Addresses, for $15 under Section 59-1-2(a)(3), following the statement of change mechanism in Section 31B-1-109. An agent resigns by delivering a statement of resignation to the Secretary of State under Section 31B-1-110.

3. File the Articles of Organization with the Secretary of State

   File the Articles of Organization, Form LLD-1, with the Secretary of State, Business and Licensing Division, for $100 under Section 59-1-2(a)(1)(C). Filing runs both online and on paper. Online filing runs through the West Virginia One Stop Business Portal at business4.wv.gov, which in one session can register the business with the Secretary of State, the Tax Division, and WorkForce West Virginia. Paper filing uses Form LLD-1, one original, mailed to a Secretary of State hub office, with an additional original if a filed, date-stamped copy is wanted back at no additional cost. Under Section 31B-2-202(a), one or more persons may organize a limited liability company, consisting of one or more members, so a single-member LLC is authorized on the face of the statute. Under Section 31B-2-203(a), the articles state the name of the company, the address of the initial designated office in West Virginia, if any, and the mailing address of the principal office, the name and address of the initial agent for service of process, if any, the name and address of each organizer and of each member having authority to execute instruments on behalf of the company, whether the company is to be a term company and, if so, the term specified, whether the company is to be manager-managed and, if so, the name and address of each initial manager, whether one or more members are to be liable for the company's debts and obligations under Section 31B-3-303(c), the purpose or purposes for which the company is organized, and an email address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply. Form LLD-1 permits a requested effective date not earlier than filing and not later than 90 days after filing, lists a $15 additional fee per certified copy requested, and offers expedite options, including 24-hour handling for $25 in addition to the usual fee. The $100 registration fee is waived for a qualifying veteran-owned organization under Form LLD-1 and Section 59-1-2(j), and the waiver does not remove the filing duty. No publication is required to form: no step in Sections 31B-2-202 or 31B-2-203, or in the Form LLD-1 filing package, involves publishing notice of formation.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your West Virginia filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   West Virginia's Act defines the term in Section 31B-1-101(16): an operating agreement means the agreement under Section 1-103 concerning the relations among the members, managers and limited liability company, and the term includes amendments to the agreement. Written form is not required. Section 31B-1-103(a) provides that all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers and company, so an oral agreement is within the statute. To the extent the operating agreement does not otherwise provide, Chapter 31B governs relations among the members, managers and company, and Section 31B-1-103(b) lists nonwaivable provisions the agreement cannot override. If an operating agreement provision is inconsistent with the articles of organization, Section 31B-2-203(c) provides the operating agreement controls as to managers, members, and members' transferees, while the articles control as to other persons who reasonably rely on them to their detriment. The agreement is an internal document. It is not part of the Section 31B-2-202 filing, Section 59-1-2 sets no fee for one, and it is not a formation prerequisite stated in Section 31B-2-202 or Section 31B-2-203. Write one anyway, because every matter it leaves blank is decided by the statute instead, and the dissolution consent rule itself is defined by reference to the operating agreement in Section 31B-8-801(b)(2).

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. West Virginia issues no single statewide general business license through the Secretary of State. The near universal state level step is separate from formation: every person or company intending to do business in this state, including every individual who is self-employed or hires employees, must obtain a business registration certificate from the West Virginia Tax Division, $30 per fixed business location, as the cost and report pages explain in full. Licensing beyond that is industry specific, through state agencies and boards, or local, through your city or county. Check your industry and your city before you budget, because those offices set those charges.

Filing details that trip people up

• The agent is not mandatory on the face of the statute, and the wording is agent for service of process. Section 31B-1-108(a) says a company may continuously maintain a designated office and an agent for service of process, and Section 31B-2-203(a)(2) and (3) ask for the designated office and the agent only if any. West Virginia does not use registered agent in Chapter 31B. An agent who is named must meet Section 31B-1-108(b), and a change of the designated office or the agent is filed on Form AAO for $15. Operating without one invites the service and compliance problems the statute's structure creates, because the agent is the company's agent for service of process, notice, or demand under Section 31B-1-111.
• The Tax Division business registration certificate is a separate track from Secretary of State formation. Under Section 11-12-3(a), no person shall, without a business registration certificate, engage in or prosecute any business activity in West Virginia without first obtaining one from the Tax Commissioner. The fee is $30 one time per certificate and per fixed business location under Section 11-12-3(b), on Form WV/BUS-APP to the Tax Division or online through business4.wv.gov or MyTaxes, although the One Stop portal can collect both registrations in a single online session. A certificate granted on or after July 1, 2010 is permanent with no renewal and no renewal fee under Section 11-12-5(a), until cessation of the business or suspension, revocation, or cancellation. A legal name, physical location, or ownership change needs a new certificate on Form BUS-RBL with another $30 registration tax. Operating without one carries a penalty of $50 for each month or fraction thereof under Section 11-12-9. The certificate must be displayed or posted conspicuously at the place of business.
• The annual report window is January 1 to June 30, and July 1 is the first delinquent day, not the due date. The Secretary of State annual report fee is $25 under Section 59-1-2a(c), due on or before 11:59 PM on June 30 of each year following the calendar year in which the business was registered, under Section 59-1-2a(e) and the One Stop Business Portal. The late fee is $50 for an annual delinquency under Section 59-1-2a(h)(1)(A), so a late annual report costs $75 total. The $25 late figure in some secondary sources is the nonprofit corporation rate, not the LLC rate. Since July 1, 2026, Section 59-1-2a(d)(3) also lets a company elect biennial reporting at $50 for two years if it has timely filed all required annual reports for five consecutive calendar years and is in good standing at the time of election, with a $100 biennial late fee. A new LLC cannot use that option, and it is presented on this site as an option, not the default.
• Foreign LLCs pay $150, and the home state certificate must be dated during the current tax year. A foreign LLC applies for a certificate of authority on Form LLF-1 under Section 31B-10-1002, for $150 under Section 59-1-2(a)(2)(C). Under Section 31B-10-1002(b), the company shall deliver with the completed application a certificate of existence or a record of similar import authenticated by the Secretary of State or other official having custody of company records in its home jurisdiction. The statute states no number of days for freshness. Form LLF-1 imposes the working rule in its own language, a certificate of existence dated during the current tax year. No 30 day or 90 day freshness window exists in the statute or the form, and this site prints none. If the real name is unavailable, Section 31B-10-1005 requires a fictitious name and a copy of the member or manager resolution adopting it. Transacting business without a certificate means the company may not maintain an action or proceeding in this state under Section 31B-10-1008, although its contracts stay valid, it can still defend one, member and manager liability limits are not waived solely for that reason, and it appoints the Secretary of State as its agent for service of process for claims arising out of that business. Withdrawal is by Certificate of Cancellation of Authority, Form LLF-9, for $25.
• Closing is Articles of Termination, and no separate tax clearance attaches to a voluntary termination. West Virginia separates dissolution, the Section 31B-8-801 event followed by winding up, from termination, the final filing. The closing document is Articles of Termination, Form LLD-9, for $25 under Section 59-1-2(a)(1)(Q), filed only after the company has been dissolved and its business wound up under Section 31B-8-805. No Tax Division clearance certificate or Letter of Good Standing is required to be obtained or attached for voluntary termination, and none is stated in Section 31B-8-805. What the state requires instead is a signer certification inside Form LLD-9 itself: item 6 certifies that the signer is authorized, that the business has been wound up under Article 8 of Chapter 31B, that all responsibilities for filing with the Department of Tax and Revenue and any other state agencies have been completed, and that the legal existence of the company has been terminated. The Letter of Good Standing requirement belongs to reinstatement only, as the report page explains. A dissolved company may also, optionally, publish notice of its dissolution at least once in a newspaper of general circulation in the county of its principal office under Section 31B-8-808(a), to bar claims not enforced within five years after publication. It is a claims bar tool, never a formation or closing requirement.

After your West Virginia LLC is approved

Get the EIN, open the business bank account, and complete the second track: obtain the Tax Division business registration certificate, $30 per fixed business location, on Form WV/BUS-APP or online, and display it conspicuously at the place of business. Register for the tax accounts your activity triggers as well. Then set the recurring reminder: the Secretary of State annual report, $25, filed between January 1 and June 30 of the year after the registration year and due by 11:59 PM on June 30, with a $50 late fee per delinquency after that. The Tax Division certificate needs no renewal, but a legal name, physical location, or ownership change needs a reissuance on Form BUS-RBL for another $30. Keep the designated office and agent for service of process record current, and file Form AAO for $15 whenever either changes. If the business will trade under a different name, register that trade name with the Secretary of State on Form NR-3 for $25; our DBA guide covers the details. A qualifying veteran-owned organization should also note that Section 59-1-2a(m), cited on Secretary of State forms, waives the annual report fee for the four years after initial formation, while the filing duty itself remains.

The full recurring picture for West Virginia, with fees and due dates, is on the West Virginia annual report and compliance page, and the money view is on the West Virginia LLC cost page.

West Virginia LLC questions