Registration or Exemption?  Determine whether your business activity requires a certificate of authority or whether an exemption is allowed.

Original Name or DBA:  Make sure your corporate name is available and meets the West Virginia name requirements.

Home State Certificate:  Order a certificate of existence or its equivalent from the state or province where the company is organized.

Designated Office:  Determine the physical location in West Virginia which will serve as your company's designated office.  

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

Filing:  Complete your application for certificate of authority and file with the Secretary of State.

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

The type and level of business activity in West Virginia determines whether your limited liability company must have a certificate of authority.   If your company is eligible, you may apply for an exemption certificate.  Remember, you may have other filing requirements with the Tax Department or other agencies.

A certificate is required if:

• Your company has a physical location or employees working at sites within the state; or
• Your company performs services in the state for more than 30 days;
• Your company executes contracts within the state or delivers products to sites within the state using company or subsidiary-owned transportation; or
• Your company solicits sales or charitable contributions directly with consumers within West Virginia.

An exemption is allowed if:

• The business activity will be only a one-time activity conducted within a 30-day time frame; or
• The company's completes contracts for sales in West Virginia in another state and delivers its products to West Virginia by a common carrier; or
• One of the other grounds for exemption listed in West Virginia Code §31B-10-1003 applies.

Submit an application for exemption to the certificate of authority requirement.  If approved, the certificate of exemption will include a control number which must be included on your Business Registration Application, if that is still required for West Virginia.

No specific form for LLC Exemption applications has been prepared.  You may wish to use the exemption application for corporations as a model.  Click the icon to download the corporation form.  See Ordering and Payment for more information about submitting the filing.

The name of your company in your home state may be used in West Virginia only if it is available and meets the requirements of West Virginia law for limited liability company names.  See Choose a Business Name for information on the requirements, and how to find out whether that name is available.  If your home state name cannot be used in West Virginia, take these steps:

• Choose a fictitious name under which you will do business in West Virginia; and
• Prepare a resolution of the manager(s) for a manager-managed LLC, or of the members for a member-managed LLC, adopting that name to do business in West Virginia and secure approval.
• Determine if any other trade names will be used in West Virginia, and prepare registrations for those names separately.  See Trade Names.  Note: all LLC trade names must include an LLC designator.

Obtain a certificate of existence or equivalent certificate dated within the current tax year from your home registration state to submit with your application.

Click the US map icon to find the LLC registration office in your home state.

All limited liability companies doing business in West Virginia are required to maintain a designated office continuously within the state.  

If your company does not plan to have a regular office, find another person or company that will agree to provide the physical location for the designated office.  The location is not required to be a place of business, but the company should be able to be contacted through the designated office.

Determine who will serve as the agent of process in West Virginia -- the person who will receive certified mail on behalf of the limited liability company 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 an authorized 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.

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 application for certificate of authority in an ordinary document, but all required information must be included for the application to be acceptable for filing.  See WV Code 31B-10-1002 for requirements.
• File one copy with the original signature of at least one manager of a manager-managed company, or member of a member-managed company authorized to sign act on behalf of the company, and attach the certificate of existence.  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.
• Attach the certificate of existence from your home state.
• The fee for filing is $150, 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 Organization's Division with your check payable to the Secretary of State.  See Ordering & Payment for more information.

After you receive your Certificate of Authority, 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 certificate of authority application must be entered.  This number is used by the Tax Department to confirm the company is authorized in West Virginia. 

• 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.