General Requirements

Unless otherwise specified, limited liability company change filings require:

• One original filing
• The signature of one person authorized to sign for the company: a member for a member-managed company, a manager of a manager-managed company.
• The current limited liability company record must reflect the same authorized persons who sign, or the LLC record will have to be updated with an officer change.  Write the Business Division for procedures if the listed officers are no longer available to sign the transfer of authority.
  

Trade Name Registration

See Trade Names for details and forms for registration of a trade name for use in West Virginia. 

Amendment

An amendment may be used to change a company name or alter basic elements of the original articles or certificate of authority.

Fee:	$25 per amendment

Filing:

Prepare the amendment according to the requirements of WV Code §31B-2-204 and §31B-2-206 for both domestic and foreign limited liability companies.

Restatement 

A restatement may be filed when the amendments are so extensive it is simpler to restate the entire articles of organization or certificate of authority. 

Fee:  	$25

Filing:

Domestic companies may use the regular Articles of Organization form and mark it "Restatement" at the top.

Conversion

Conversion of a partnership or limited partnership to a limited liability company requires the agreement of a majority of partners, an agreement of conversion, and the filing of a statement of conversion along with the filing of the new articles of organization or certificate of authority of the new LLC.

Fee:  $25 for statement of conversion, plus cost of new LLC organization or certificate of authority.

Filing:  Make the filing according to the provisions of WV Code §31B-9-902.

Merger

The filing requirements vary for mergers between limited liability companies and other entities.  If not all the parties to a merger are limited liability companies, it is important to review the law for those entities as well.

• A plan of merger must be adopted by all of the companies that are parties to the merger and must include the information required in WV Code 31B-9-904.
• The merger must be approved by all members of the LLC, or the percentage of members required in the articles of organization.
• The merger of a foreign LLC must meet the merger requirements of the home state.
• The effective date of the merger is the date of filing, or a later date if specified in the articles of merger.

A merger involving only limited liability companies may be accomplished fairly quickly.  However, it is very important to remember that other mergers can require some time to complete after the complete documents are filed.  For example, any corporations, limited partnerships, associations or trusts registered in West Virginia which are parties to the merger must be in good standing.  Also, if any West Virginia corporation will "merge out" of existence and into a limited liability company or other foreign entity, all taxes and employer liabilities must be cleared by at least three departments, which can take several weeks.  If a merger, especially involving corporations,  is to be completed before the end of a calendar year, please start the  filings well ahead of time.   In complex mergers, our staff will pre-check documents to assure everything is in order.

Fee:  $25 for two companies merging, plus $15 for each additional WV          company and $5 for each additional foreign company.

Filing:

If survivor is WV corporation:

• A plan of merger (see WV Code 31B-9-904) and one original copy of the articles of merger (see WV Code 31B-9-905) must be filed.
• If the merger changes any provisions of the articles, an amendment to the survivor's articles must also be filed.

If the survivor is a foreign company:

• The home state merger should be completed first.  
• Then, the plan of merger and one certified copy of the home state articles of merger are filed in West Virginia. 
• If the survivor's articles are amended in the home state as a result of the merger, a foreign amendment should also be filed.
• If the survivor intends to do business in West Virginia and is not already qualified, the survivor applies for a certificate of authority.
  

Termination & Withdrawal

Limited liability companies which were originally established as term companies will automatically terminate on the date established in the original articles, unless company members amend the articles to extend that term.

For a voluntary termination, West Virginia law requires that a domestic LLC wind up its business before filing articles of termination, and that the articles must state that the business has been wound up.  The details of the process are spelled out in WV Code 31B-8.  The articles of termination are effective upon filing, or may specify a later effective date.

A foreign LLC may withdraw by filing the Statement of Withdrawal.

Fee:   $25 

Filing:

WV LLCs

• Wind up the affairs of the limited liability company by taking care of liabilities and distributing assets.
• Go through the procedural steps for approval of dissolution, then file the completed Articles of Termination. 

Foreign LLCs:

• Adopt a resolution to withdraw from West Virginia.
• Take care of any liabilities to the state.
• File a a Statement of Withdrawal.

Reinstatement

When a West Virginia limited liability company has been administratively dissolved for failure to file annual reports, the LLC may apply to the Secretary of State for reinstatement within two years following the administrative dissolution.  A foreign LLC that has been administratively revoked must apply for a new certificate of authority.

The reinstatement process for a West Virginia company requires that the LLC file the following items with the Secretary of State:

• All delinquent annual reports with required attorney-in-fact fees;
• A certificate from the tax commissioner stating that all taxes owed by the company have been paid; and 
• A statement including the name of the company and the administrative dissolution date, an affirmation that the grounds for dissolution have been eliminated and that the company's name satisfies the requirements of WV Code 31B-1-105.
  

It is important to remember that an LLC only retains its right to its name for two years following administrative dissolution.  After that, a name change might be necessary to reinstate if another company has formed using the old name.

Annual Report    File Online at www.business4wv.com!

The forms for annual reports are mailed by the Secretary of State in early January to the mailing address of the LLC.  It is the company’s responsibility to maintain current address records to assure that mail can be received.

Beginning in 2005, the mailing will include a security PIN number that will allow company owners to file the annual report online at Business for West Virginia and pay by credit card.  For more information, see Filing Online.

A part of the annual filing is the payment of the attorney-in-fact fee, which is $25.  The fee applies to all limited liability companies.

Change of Officers, Agent of Process or Address 

Fee:  $15 per filing (may include multiple changes)

Filing:

Check your company record on the Business Organizations Data System for accuracy.  If you find outdated information, use our convenient form to file changes of officers, agent of process and addresses.  Staff may correct errors and spellings without a filing, but the change of a name from one person to another or of an address from one place to another  requires a change to be filed.