Organizers:  Identify who will act as organizers.

Company Management & Term:  Decide who will manage the company, and whether it will be perpetual or have a fixed term.

Authority:  Decide who will have authority to sign documents for filing with the Secretary of State.

Agent of Process:  Determine who will serve in West Virginia as the agent for service of process for the company.

Principal Office:  Determine the principal office address.

Designated Office:  Determine the location of the designated office at a physical address within the state. 

Filing:  Complete your articles of organization and file with the Secretary of State.

Next Steps:  Complete other state, county and municipal filing requirements before you start business.

Identify who will act as organizers.

• One or more organizers are required.
• Organizers have authority to establish the company, and their names will remain permanently on the company record.
• Unless the organizers become members or managers listed as having authority to act on behalf of the company, they will have no subsequent authority to sign filings of amendments,  mergers, name changes or other filings.

A limited liability company may be either member-managed or manager- managed.  See West Virginia Code §31B-4-404 for the provisions related to management.

• In a member-managed company, each member has equal rights in the management and conduct of the company's business.
• In a manager-managed company, any matter relating to the business of the company, with a few exceptions, may be exclusively decided by the manager or a majority of the managers who are elected by a majority of members.

A limited liability company may set a fixed term for its existence, or it may be perpetual and exist until it is dissolved.  There may be tax consequences for this decision, so it is an important one.  Check with the IRS for more information.

Any member who has authority to to execute instruments on behalf of the limited liability company must be listed in the articles of organization.  It is important to include each member who may sign filings in order to prevent delays in processing documents filed on behalf of the company.

Determine who will serve as the agent for service of process -- the person who will receive certified mail on behalf of the corporation in case of a legal action.  The agent must be listed with a physical address where mail can be received (not a post office box), and must be either:

• an individual resident of West Virginia;
• a domestic corporation; or
• another limited liability company or a foreign corporation or foreign company authorized to do business in this state (including a corporate service company).

The agent must be someone you trust to notify you immediately should a legal action be filed against the corporation.  Do not name a person or company which has not consented to act in that capacity.

The principal office of a West Virginia limited liability company is the executive office of the company, whether or not it is in the state.

All limited liability companies doing business in West Virginia are required to maintain a designated office continuously within the state.  The location is not required to be a place of business, but the company should be able to be contacted through the designated office.  The designated office may be the same as the principal office if the principal office address is a physical location address in West Virginia.

When you are ready to prepare the filing, click the icon to download the form using Acrobat Reader and fill it out on screen.  If you have not used the Reader before, see Acrobat Reader Help.

• You may file using the standard form or prepare your articles in a standard document, but all required information must be included for the articles to be acceptable for filing.
• One copy with the original signatures of the organizer(s) must be filed.  If two originals are sent, one will be stamped and returned for your records.  If only one is sent, there will be additional charges to obtain a copy.
• The fee for filing is $100, plus the prorated share of the annual attorney-in-fact fee ($25 per year) for the month in which the filing is received.  See the Fee Schedule for the calculation.
• Submit your filing to the Business Organizations Division with your check payable to the Secretary of State.  See Ordering & Payment for more information.

After you receive your Certificate of Organization, there are a few more steps before you start business.

• Complete the Business Registration Application for filing with the Department of Tax and Revenue.
  • This form is a combined form which will allow you to obtain your business franchise certificate and complete initial registration to comply with unemployment and worker's compensation requirements.
  • On the first page of the application, the control number entered on the top right corner of the stamped copy of your original articles must be entered.  This number is used by the Tax Department to confirm the company is registered as a limited liability company. 

• Determine whether any other state licenses are required for the type of business you do.  Some of the most common licenses and permit requirements are listed for your convenience with links or contact information for the agencies which issue those licenses or permits.  Go to:  Professional & Occupational Licenses or Other Licenses and Permits.  You may need to make inquiries to find other licenses.
• Licenses or registrations to do business may be required at the county or city level, especially in counties where your company has an office or plant location, provides services to customers on-site or conducts direct sales.  Contact the County Commission for county requirements, and the City Clerk for municipal requirements.