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West Virginia LLC Annual Report and Business Registration: Two Tracks, $25 Due June 30 and a Permanent $30 Certificate

West Virginia compliance is two tracks run by two agencies. Track one is the Secretary of State annual report, $25, filed January 1 to June 30 of the year after registration and due by 11:59 PM on June 30, with a $50 late fee per delinquency. Track two is the Tax Division business registration certificate, $30 one time per fixed location, separate from formation, and permanent with no renewal for certificates granted on or after July 1, 2010. Merging them into one annual fee is the mistake this page exists to prevent.

By the LLCForming research teamFees checked Nov 8, 2026

Track one: the Secretary of State annual report, in one table

Item	West Virginia rule
Who files	Each domestic and foreign limited liability company engaged in or authorized to do business in this state, under Section 59-1-2a(c).
When	Between January 1 and June 30 of each year following the calendar year in which the business was registered, due on or before 11:59 PM on June 30 under Section 59-1-2a(e). The first report is due in the year after the registration year, not in the formation year. July 1 is the first delinquent day, not the due date.
Fee	$25 per year under Section 59-1-2a(c), stated to be in part for the services of the Secretary of State as attorney-in-fact. Section 59-1-2a(m), cited on Secretary of State forms, waives the fee for a qualifying veteran-owned organization for the four years after initial formation; the filing duty remains.
Late fee	$50 for an annual delinquency under Section 59-1-2a(h)(1)(A), so a late annual report costs $75 total. The $25 figure in some secondary sources is the nonprofit corporation annual late fee in Section 59-1-2a(h)(1)(B), not the LLC rate.
Optional biennial election	Since July 1, 2026, Section 59-1-2a(d)(3) lets a company elect biennial reporting in lieu of annual reporting if it has timely filed all required annual reports for five consecutive calendar years and is in good standing with the Secretary of State at the time of election. The biennial fee is $50 and the biennial late fee is $100. A new LLC cannot use this option; the default remains $25 per year.

Track two: the Tax Division business registration certificate, in one table

Item	West Virginia rule
Who registers	Every person or company intending to do business in this state, including every individual who is self-employed or hires employees, per the Tax Division. This is a Tax Division step, separate from Secretary of State formation, although the One Stop portal can collect both registrations in a single online session.
Duty	Section 11-12-3(a): no person shall, without a business registration certificate, engage in or prosecute, in the State of West Virginia, any business activity without first obtaining a business registration certificate from the Tax Commissioner.
Fee	$30 for each business registration certificate after June 30, 2010, under Section 11-12-3(b), one time per issuance. A separate certificate is required for each fixed business location, so budget $30 per fixed location.
How to apply	Form WV/BUS-APP to the Tax Division, or online through business4.wv.gov or MyTaxes. The certificate must be displayed or posted conspicuously at the place of business.
Renewal	There is none. Section 11-12-5(a) provides that any certificate granted on or after July 1, 2010 shall not be subject to renewal, but shall be permanent until cessation of the business or until it is suspended, revoked, or canceled by the Tax Commissioner. The accurate label is not free renewal; it is no renewal at all.
Changes	The certificate remains valid until the legal name of the business changes, the physical location changes, the ownership changes, the business closes, or the certificate is suspended or revoked. A change of that kind is handled on Form BUS-RBL, Reissuance of Business License, with another $30 registration tax.
Penalty for operating without one	Section 11-12-9: in addition to the registration tax, additions to tax, penalties, and interest, a penalty of $50 for each month or fraction thereof during which the person has been in default of the business registration tax.

Keep the tracks sharp in practice as well as on paper. Paying the Secretary of State does not register the business with the Tax Division, and holding a Tax Division certificate does not file the annual report. Section 59-1-2a(i), as described in the current code materials, also exposes a delinquent company's business registration certificate to suspension or cancellation by the Tax Commissioner once a report delinquency passes 30 days, which is one more reason the two tracks interact without ever becoming one fee.

What happens if the annual report is not filed

Before dissolution or revocation for failure to pay, Section 59-1-2a(g)(1) requires the Secretary of State to notify the entity by certified mail, return receipt requested, of the failure and of the dissolution or revocation date, postmarked at least 30 days before the date listed in the notice. That notice is a precondition to dissolution or revocation, not a trigger for the late fee, which applies on delinquency itself. Under Section 31B-8-809(a), the Secretary of State may commence a proceeding to administratively dissolve a company if it fails to pay any fees, taxes, or penalties imposed by Chapter 31B or other law within 60 days after they are due, fails to deliver its annual or biennial report within 60 days after it is due, has a required professional license revoked, is in default with the Bureau of Employment Programs as provided in Section 21A-2-6, or made a material misrepresentation in an application, report, affidavit, or other record filed under Chapter 31B. A company administratively dissolved continues its existence but may carry on only the business necessary to wind up.

Reinstatement: within two years, $25 plus back reports and late fees, plus the tax certificate

Under Sections 31B-8-809(b) and 31B-8-811(a), a limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution, and reinstatement relates back so the company resumes business as if the dissolution had never occurred. Form LLD-10, the Application for Reinstatement, itemizes the full package: $25 for the reinstatement application fee, under Section 59-1-2(a)(1)(R), plus all delinquent annual report fees at $25 for each missing year including the current year, plus all late fees for each missing year at the for-profit rate of $50 per year. The application fee is $25, not $50; the $50 figure is the per year late fee. Reinstatement also requires a tax certificate. Section 31B-8-811(a)(4) requires the application to contain a certificate from the Tax Commissioner reciting that all taxes owed by the company have been paid, and Form LLD-10 states the same requirement as a required Letter of Good Standing from the West Virginia State Tax Division reciting the same, warning that the application will be rejected and returned as incomplete if the letter is not included.

The other standing record: the designated office and the agent for service of process

West Virginia's agent rule is the state's quirk, and this page states it the way the statute does. Section 31B-1-108(a) provides that a company may continuously maintain a designated office and an agent for service of process, and the articles ask for each only if any. No shall maintain rule appears in Chapter 31B, and the term registered agent does not appear there either. In practice, keep whatever designated office and agent record you have filed current, because the agent is the company's agent for service of any process, notice, or demand under Section 31B-1-111, and a stale record is how notices and service go astray. A change is filed on Form AAO for $15 under Sections 31B-1-109 and 59-1-2(a)(3).

Closing a West Virginia LLC on purpose, and where tax clearance does and does not belong

Ending the LLC deliberately is a sequence. Dissolution begins with an event in Section 31B-8-801(b), such as an event specified in the operating agreement or the consent of the number or percentage of members specified in the operating agreement. In winding up under Section 31B-8-802, the company disposes of known claims under Section 31B-8-807, where a notice that is given must allow a claim deadline of not less than 120 days after the notice is received, may optionally publish notice for other claims under Section 31B-8-808, completes necessary filings with state agencies including Tax, Workers Compensation, and Employment Security, and distributes the remaining assets under Section 31B-8-806. Only after the company has been dissolved and its business wound up may it file Articles of Termination, Form LLD-9, for $25 under Sections 31B-8-805 and 59-1-2(a)(1)(Q). On tax clearance, state it precisely: no separate Tax Division clearance certificate or Letter of Good Standing is required for voluntary termination, and none is stated in Section 31B-8-805. Item 6 of Form LLD-9 is a signer self-certification that the signer is authorized, that the business has been wound up according to 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. Secondary sources that say West Virginia requires tax clearance to dissolve an LLC are conflating reinstatement, where the Tax Commissioner certificate and the Letter of Good Standing do belong, and the corporate dissolution clearance procedure, with voluntary LLC termination. Our dissolution guide covers the wind up order.