How to Start an LLC in West Virginia

This will be a step-by-step process of selecting a name, registering your Articles of Organization, writing your operating agreement, and continuing your LLC to keep it at a minimum of compliance.

1. Name Your West Virginia LLC

The selection of the appropriate name in which your LLC will be registered is important- this is your brand name and the introduction to your potential consumers. Name ought to be special, catchy and must express your business idea. Begin by explaining what your business will be. Next, brainstorm names with your close friends/colleagues and test their appeal. Carry out an online search to determine whether your proposed name is being used or it conflicts with other businesses. Online business name generators can also be used to inspire you but these will never take the place of reflective, creative naming.

Another thing to do is to verify the US Patent and Trademark Office (USPTO) database whether your name is federally trademarked and in this case you may not be able to use it in the country.

After clearance of your name, you can reserve your name by filling the Name Reservation form which is under the WV One Stop Business Portal.

Doing Business As (DBA)

In case you intend to do business under a different name in your LLC, you have to register a trade name or rather known as DBA (doing business as). An example is that in case your LLC is known as "JJ's Waffles" and you wish to sell muffins under the company name, you can open it as a DBA as JJ muffins. This gives you the opportunity of opening bank accounts under that name as well as getting payment. In West Virginia, the registration of DBA is carried out by providing the Secretary of states office with Trade Name Application bearing a filing fee of 25 US dollars.

2. Select a Registered Agent

The West Virginia law expects all LLCs to have a registered agent. A registered agent gets legal, tax, and official mail on behalf of the business.

In order to be a registered agent in West Virginia, you have to:

• Be at least 18 years old.
• Be located in West Virginia (no P.O. Boxes).
• The availability must be during the business hours.

In case a business entity is your registered agent, then it should be registered to conduct business in West Virginia.

A lot of the owners of LLCs then use the services of professional registered agents to facilitate compliance with keeping privacy. It is possible that you should act as your own agent but in this case, you have to be present at the registered address during the business hours.

3. Identify Your Management Structure

West Virginia LLCs are either member-managed or manager-managed. All the members of the LLC are engaged in daily operations and decision-making in a member-managed LLC. This one fits best small LLCs where the owners all desire to be active.

In a manager managed LLC, day to day operations are run by managers (who may or may not be members). This structure is applicable to bigger LLCs or when some of the members are interested in the passive position.

Governance In the West Virginia statutes, where your LLC does not state a managerial structure in the Articles of Organization, then it is by default member-managed. The selection of the appropriate structure impacts the decision-making power, voting rights, and power of operational control.

4. Submit with West Virginia Secretary of State Articles of Organization

The official document providing the creation of your LLC is the Articles of Organization. It is possible to file online via the site of the West Virginia Secretary of State or by mail.

Some of the information that is needed is:

• LLC name
• Principal office address
• Mailing address
• Registered agent details
• Business address and business site (where applicable)
• Organizer's name and contact
• Member and manager information.
• Business purpose
• Marked by either the organizers or authorized signers.

Secretary of State Contact:
Office of the Secretary of State,
State Capitol Building,
Charleston, WV 25305
Phone: (304) 558-6000

WV One Stop Business Center,
1615 East Washington Street,
Charleston, WV 25311-2126
phone: (304) 558-8000

5. Write an Operating Agreement

Though West Virginia is not legally obligatory to have an operating agreement, it is highly recommended. This report describes the ownership of the LLC, the management team, the role of the members, allocation of the profits, the voting process and the way of settling disputes.

The operating agreement is beneficial to even single-member LLCs because it clarifies the rules and offers the added protection of the law. Online templates can be taken, however, it is prudent to make an attorney go through the document so as to be accurate and enforceable.

There are some key sections, which usually are:

• Name of LLP and principal office.
• Timelines and time out processes.
• Information about registered agents.
• Member and manager roles
• Right of voting and making decisions.
• Profit and loss allocation
• Addition/removal of members procedures.
• Standards of record-keeping and communications.

6. Get a number of the Employer Identification Number (EIN)

EIN is a number given by the IRS that is used as a federal tax identification and is mandatory when the LLC has more than one member, or has employees. It is applied in filing taxes, opening bank accounts used in businesses and in recruiting workforce.

The application needs the name and Taxpayer Identification Number of the LLC responsible party, the individual with control over LLC funds or operations. The IRS is sending out EINs on the internet, by mail, or by fax, and at free.

7. Acquire Business Licenses and Permits

Licenses and permits are needed depending on your industry, location and services. Although the state of West Virginia does not determine a general business license, certain occupational, professional, or industry licenses might be required.

In case you are selling taxable goods or services, you should take a sales tax license with the West Virginia State Tax Department. There may be other licensing, building, or zoning standards on the part of local municipalities or counties. Controllable industries may have to have federal permits, like healthcare, transportation, or food service.

Common licenses include:

• Profession-specific licenses such as building, plumbing or childcare.
• Health and safety permits
• Zoning and building permits.
• Registration of trade names (DBA) is authorized.

Unlicensed operation may be fined or prosecuted, and thus must be checked on the Federal, State and local levels. Compliance may be ensured by using the services of a business attorney or professional licensing service.

8. Determine Your Tax Status

At default, LLCs are pass-through entities. This implies that the LLC is not subject to income taxation. Rather, profits and losses are transferred to members, and they are reported on individual tax returns.

LLPs that have only one member are taxed as sole proprietorships and report income on the Schedule C of the owner on the personal tax returns. This income is paid by the members as self-employment taxes.

Partnerships Multi-member LLCs default to partnerships, with an informational Form 1065 being required. The individual members declare their portion of profits on individual tax returns and pay self employment taxes on the same.

The potential tax benefits of LLCs are:

• C-Corporation: The tax is paid on the corporation level. The personal income tax applies on dividends paid to members and they therefore get taxed twice, however, dividends are not subjected to self-employment tax by the members.
• S-Corporation: It is taxed as a pass-through, although the members have to earn a reasonable salary that is subject to payroll taxes. Any remaining profits to members are tax-free in terms of self-employment and thus there can be tax savings.

Other Post Formation Steps

Open a Business Bank Account

To secure your status under liability it is necessary to separate personal and business finances. To open an account at a bank, you will need your EIN as well as Articles of Organization.

Apply to a Business Credit Card

This assists in credit building of business, control of business expenses, and facilitating future financing requirements.

Purchase Business Insurance

Your LLC is insured against financial dangers. General liability, professional liability, workers compensation, property, commercial auto and business owner policies (BOP) are some of the options.

Maintain LLC Records

Make formation documents, operating agreements, contracts and financial records orderly and safe.

Annual Reporting

The LLCs in West Virginia are required to submit an annual report by July 1 of every year with a filing fee of $ 25 to be in good standing.

West Virginia LLC FAQs