An LLC operating agreement is an important part of running an LLC in the state of West Virginia. This page will include information about what you should know regarding the operating agreement requirements in the state of West Virginia. You will also learn more about the operating agreement laws in West Virginia.
Additionally, this page will provide you with information about all the costs that go into forming an LLC in West Virginia. This page gives you a step-by-step breakdown of how to form an LLC in West Virginia and provides a West Virginia operating agreement template for an LLC.
Is an LLC Operating Agreement Required in West Virginia?
In the state of West Virginia, you are not legally required to have an LLC operating agreement. However, you are required to have an LLC operating agreement to start a business bank account for your LLC in West Virginia. Not having an LLC operating agreement means that your LLC is governed by the LLC statutes of West Virginia. For this reason, it is highly recommended that you create an LLC operating agreement.
West Virginia Operating Agreement Laws
Some of the laws relevant to what is an LLC in West Virginia and how it functions are the laws about LLC operating agreements. When it comes to the laws regarding a West Virginia LLC operating agreement, it is first notable that the West Virginia operating agreement doesn’t have to be in writing.
It is also notable that West Virginia code 31B-1-103 governs the relations between the company, managers, and members when those relations aren’t covered by the operating agreement. This code states that the West Virginia LLC operating agreement cannot restrict access to records or a right to information unreasonably under section 4-408.
Some of the operating agreement laws to be aware of are:
- The operating agreement also cannot get rid of the duty of loyalty under section 6-603(b)(3) or section 4-409(b). However, the operating agreement can identify certain categories and types of activities that don’t violate the duty of loyalty.
- The operating agreement can specify how many disinterested managers or members can ratify a certain act that would violate the duty of loyalty otherwise.
- The operating agreement cannot decrease the duty of care under section 4-409(c) unreasonably.
- The operating agreement can set the standards for the performance of the obligation of good faith and fair dealing.
- Your operating agreement cannot vary the necessity to wind up the company in any case that is specified in section 8-801(b)(4).
- Section 6-601 covers expelling members from an LLC and the operating agreement cannot vary the right to expel a member according to this section.
- The operating agreement may not restrict the rights of anyone aside from a transferee of a member’s distributional interest, member, or manager under this chapter.
How Much Does it Cost to Form an LLC in West Virginia?
Part of how to get an LLC in West Virginia is paying the appropriate costs. The first part that is part of how to start an LLC in West Virginia is the West Virginia LLC online filing fee. The West Virginia LLC online filing fee is $100. This is the cost of filing your articles of organization online with the Secretary of State of West Virginia.
The annual report fee is another part of how much is an LLC in West Virginia. The cost of the annual report fee is $25. You have to pay this since LLCs have to file an annual report with the WV Secretary of State. You can submit payment for this fee here. This fee is due on July 1st of each year.
Another fee that you might have to pay is an agent of process fee. Now, it is possible for you to be your own agent of process, also known as a registered agent. However, using an agent of process service can benefit you since it will help you avoid late fees and remember filing deadlines. The agent of process fees begins at $39 for the first year.
There are also some optional LLC formation fees. If you want to reserve your LLC’s name as part of how to create an LLC in West Virginia, you can do so for a $15 fee. This reserves your LLC’s name for a maximum of 120 days before you form the LLC. You can also pay a $15 fee if you want to obtain a certified copy of the LLC formation documents from the Secretary of State.
How to Form an LLC in West Virginia?
To form an LLC in West Virginia, follow these steps:
- You first have to name your LLC. It is a good idea to ensure that both the name you want and the URL you want for your LLC are available in West Virginia.
- After that, you have to choose an agent of process. The agent of process is a business or person that is responsible for getting notice of lawsuits, legal documents, tax forms, and official government correspondence on your LLC’s behalf. The agent of process must be authorized to do business in West Virginia.
- The next step in how to apply for LLC in West Virginia is to file the articles of organization with the Secretary of State. You can file these articles of organization in person, by email, by fax, mail, and online. The $100 fee for doing so is nonrefundable.
- After that, you can then create your operating agreement for your West Virginia LLC. This is not legally required as part of registering an LLC in West Virginia. The operating agreement describes the operating procedures and ownership of the LLC.
- Next, you need to get an EIN, or Employer Identification Number, for your LLC. An EIN is a number consisting of nine digits that are helpful in identifying businesses for tax purposes. You can think of it as your business’s Social Security number. Your business must have an EIN to hire employees, file state and federal taxes, and start a business bank account.
- You also have to file an annual report with the Secretary of State in West Virginia. You have to do so between January 1st and July 1st each year after you form the business. You can file this report online.
West Virginia LLC Operating Agreement Template
You can easily create your West Virginia LLC operating agreement by using this template:
LLC Operating Agreeement