Domestic LLC Formation Filing Requirements in West Virginia
At a glance
| Governing law and filing record | West Virginia Uniform Limited Liability Company Act, Ch. 31B; Secretary of State Articles of Organization, Form LLD-1, for ordinary domestic LLC (§§ 31B-2-202 to -203) |
|---|---|
| Organizer and signature | 1+ persons organize; preformation record signed by organizer, stating adjacent name/capacity. Attorney-in-fact allowed; POA retained by company, not filed (§§ 31B-2-202, -205; Form LLD-1) |
| Required entity and purpose terms | Compliant name; required purpose(s); choose at-will or term and state term. Any lawful purpose subject to regulated-business law (§§ 31B-1-105, -112; 31B-2-203(a)(5), (8)) |
| Addresses and service fields | Principal mailing address; any WV designated office and private process agent; email unless technically impossible. LLD-1 also requests principal street/county and designated-office mailing (§ 31B-2-203(a)(2), (3), (9); SOS) |
| Management and owner disclosure | Every organizer and member authorized to execute; manager-managed election and all initial managers. LLD-1 requires all members if member-managed or all managers if manager-managed, plus member-liability election (§ 31B-2-203(a)(4), (6), (7); SOS) |
| Optional and restricted provisions | May add operating-agreement provisions or other lawful matters, but cannot vary § 31B-1-103(b). Articles control outsiders who reasonably rely when agreement conflicts (§ 31B-2-203(b)–(c)) |
| Filing method, fee, and attachments | WV One Stop online or paper original; $100. Ordinary filing has no universal attachment; paper packet says include Customer Order Request. DD214 supports veteran waiver; regulated/professional attachments excluded (§ 59-1-2; SOS) |
| Formation and effective date | Existence begins on filing unless delayed; record may state time that day or future date/time, capped at 90 days. No-time delayed date is effective at close of business (§§ 31B-2-202(b), 31B-2-206(c)–(d)) |
| Publication and initial follow-up | No formation publication or one-time initial report under current Act/form. Annual or elected biennial reporting applies after initial registration; first annual window is Jan. 1–July 1 after formation year (§ 31B-1-108(c); SOS) |
Requirements one by one
Governing law and filing record
West Virginia forms an ordinary domestic LLC under Chapter 31B through Articles of Organization, current Secretary of State Form LLD-1. The filing route begins in § 31B-2-202.
Organizer and signature
One or more persons may organize the LLC, and the statute does not require an organizer to be a member. Under W. Va. Code § 31B-2-205, a preformation filing is signed by a person organizing the company and states the signer's name and capacity next to the signature. An attorney-in-fact may sign; the company keeps the power of attorney rather than filing it.
Required entity and purpose terms
The name uses “limited liability company,” “limited company,” “L.L.C.,” “LLC,” “L.C.,” or “LC” and satisfies the state-record distinguishability rule in § 31B-1-105. Unlike many states, West Virginia requires the articles to state the LLC's purpose or purposes. W. Va. Code § 31B-1-112 permits any lawful purpose, subject to laws regulating the selected business.
The articles also state whether the LLC is at-will or a term company and, for a term company, specify the term.
Addresses and service fields
The statute requires the principal office's mailing address and an email for informational notices and filing reminders unless compliance is technically impossible. It also identifies the initial West Virginia designated office and private process agent only if any; West Virginia otherwise uses its statutory Secretary of State service fallback.
Current LLD-1 additionally requests the principal office street address and county, any different mailing address, and physical and mailing details for a designated office.
Management and owner disclosure
The statute names and addresses every organizer, every member authorized to execute instruments, and—if manager-managed—every initial manager. It also states whether one or more members elect personal liability for company debts.
Current LLD-1 goes further operationally: a member-managed filer lists all members, while a manager-managed filer lists all managers. The form warns that the filing will be rejected without that information. It does not request ownership percentages.
Optional and restricted provisions
The articles may add operating-agreement provisions and other matters consistent with law. They may not vary the nonwaivable rules in § 31B-1-103(b). Where the articles and operating agreement conflict, the agreement governs insiders, but the articles govern outsiders who reasonably rely to their detriment.
Filing method, fee, and attachments
The base Secretary of State fee is $100, whether filed through WV One Stop or on paper. Under § 59-1-2(j), a qualifying veteran-owned business or active- duty member business is exempt from the domestic formation fee. Current LLD-1 instructs veteran-owned applicants to attach DD214 proof; applicants using a different statutory waiver should confirm the current agency process.
An ordinary filing has no universal substantive attachment. The paper packet says to include its Customer Order Request. Professional and specially regulated business attachments are outside this ordinary-LLC row.
Formation and effective date
The LLC's existence begins when the Secretary of State files the articles unless a delayed date applies. Under § 31B-2-206, the record may state a later time on the filing date or a future date and time. A date beyond 90 days is reduced to the 90th day; if no time accompanies a delayed date, effectiveness is at close of business.
What trips people up
The private agent is optional even though many states require one. LLD-1 labels the field “if any,” matching § 31B-2-203. The articles still carry extensive public organizer and management information.
West Virginia requires no newspaper formation notice or separate one-time initial report. Recurring annual reporting—or an available biennial election under the 2026 law in § 31B-1-108—comes after initial registration. The current LLD-1 annual instructions give January 1 through July 1 of the year after formation as the first annual window.
The purpose description does not itself supply a tax registration, business license, or regulated-profession approval; those are separate requirements.
Common questions
Must a member-managed LLC list every member?
Current Form LLD-1 says yes and warns that omission causes rejection. The statute itself expressly requires each member having authority to execute instruments; the current form implements that disclosure as all members for a member-managed company.
Can the LLC choose member liability for company debts?
Yes, but it is an affirmative articles election. LLD-1 instructs filers not to choose it unless the affected members have already consented in writing.
Is a 120-day delayed date permitted?
No. Section 31B-2-206 makes a stated date later than 90 days effective on the 90th day after filing.
Statutes and sources
- W. Va. Code § 31B-1-103 — nonwaivable operating-agreement rules that articles may not evade. https://code.wvlegislature.gov/31B-1-103/ (accessed August 16, 2026).
- W. Va. Code §§ 31B-1-105, -108, -112 and 31B-2-202, -203, -205, -206 — name, optional agent/office, lawful purpose, organizer, required and optional articles, signature, formation, and delayed date. Current official Code, accessed July 29, 2026.
- W. Va. Code § 59-1-2 — $100 domestic LLC formation fee and veteran-owned/ active-duty business exemptions. https://code.wvlegislature.gov/59-1-2/ (accessed July 29, 2026).
- West Virginia Secretary of State Form LLD-1, rev. 07/2026 — current form fields, public-record warning, organizer execution, fee, waiver attachment, 90-day delay, Customer Order Request, and first annual-report instructions. https://sos.wv.gov/sites/default/files/2026-07/lld-1_0.pdf (accessed July 29, 2026).
- West Virginia Secretary of State Business page — One Stop online route. https://sos.wv.gov/business (accessed July 29, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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