Updated March 20, 2024
A West Virginia LLC operating agreement governs the activities and operations of a company and the rights of its members. Its terms must be unanimously agreed upon and signed by all the company members. Most importantly, an operating agreement records the ownership of the entity. Therefore, if any change to ownership or the terms of the company should occur, an amendment must be added to the original agreement.
Is an Operating Agreement REQUIRED in West Virginia?
No. West Virginia state law does not mandate businesses to adopt an operating agreement.
By Type (2)
Single-Member LLC Operating Agreement – Use this document to organize the management with only a single owner/manager.
Download: PDF, MS Word (.docx), OpenDocument
Multi-Member LLC Operating Agreement – For those businesses that will create a structure for a business with more than one (1) member.
Download: PDF, MS Word (.docx), OpenDocument
Table of Contents |
How to Form an LLC in West Virginia (5 steps)
- Nominate a Registered Agent
- Registration Documents
- Pay the Filing Fee
- Operating Agreement (optional)
- Employer Identification Number (EIN)
LLC filers in the State of West Virginia should start by performing a Preliminary Search for their chosen operating name in the State’s records. In doing so, it will be possible to confirm the availability of the name and ensure that no other business is operating under it or has reserved it for future use.
1. Nominate a Registered Agent
A Registered Agent is a third-party contact that the LLC elects to receive official mail and service of process on behalf of the business. In West Virginia, the Registered Agent may be either of the following:
- Person residing in the State
- Company with the authority to conduct business in the State
2. Registration Documents
Select the link associated with your LLC type and complete the subsequent registration documents:
- Domestic – Application for Certificate of Authority
- Foreign – Application for Certificate of Authority
Note:
- Foreign applications must include a Certificate of Existence
- Online filers need to create a User Account
3. Pay the Filing Fee
Payment of the filing fee will conclude the online registration process (Domestic – $100, Foreign – $150). If submitting a paper application, enclose a check made out to the ‘West Virginia Secretary of State’ and send your filings to the following address:
West Virginia Secretary of State, 1900 Kanawha Blvd. East Bldg. 1, Suite 157-K, Charleston, WV 25305
4. Operating Agreement (optional)
The LLC operating agreement is a document that may be drafted by the managing member(s) to provide proof of each member’s financial interest in the company in the event of a legal dispute or litigation. Also, the form outlines the various provisions established by the owners.
5. Employer Identification Number (EIN)
Acquiring an Employer Identification Number (EIN) from the Internal Revenue Service (IRS) will allow your business to conduct most financial transactions using the company name (e.g. request company credit cards, hire employees). An EIN can be obtained for free on the IRS Website or by submitting Form SS-4 through the mail.
Laws
- Uniform Limited Liability Company Act – Chapter 31B
- Operating Agreement Statutes
“Operating Agreement” Definition
“Operating agreement” means the agreement under section 1-103 concerning the relations among the members, managers and limited liability company. The term includes amendments to the agreement.