LLC Administrative Dissolution and Involuntary Termination in West Virginia

At a glance

Requirements one by one

Trigger dates and the response clock

Annual or properly elected biennial reports and their fees are due by 11:59 p.m. June 30 (§ 59-1-2a(e)). Section 31B-8-809(a) allows the Secretary to begin a dissolution proceeding only after a covered report or payment remains outstanding for 60 days after it was due. It also lists a required professional-license revocation, an Employment Programs default, and a material filing misrepresentation. The separate 60-day opportunity to correct or contest grounds starts when the Secretary's certified-mail determination notice has been served as specified in § 31B-8-810(b).

Filing and continuing powers

If each ground remains unresolved, the Secretary signs and files a certificate stating the grounds and effective date (§ 31B-8-810(b)). The statute then limits the LLC's activities to winding up, liquidation, and claimant notice. Its process agent's authority continues (§ 31B-8-810(c)–(d)); if the company has no agent or the agent cannot reasonably be found, § 31B-1-111(b) makes the Secretary an agent for service.

What trips people up

For dissolution over unpaid report fees, § 59-1-2a(g)(1) adds a certified-mail warning postmarked at least 30 days before the stated dissolution date. This fee warning and the determination notice under § 31B-8-810(a) have different statutory roles. The final filed certificate is copied to the company electronically only if an email address is on file (§ 31B-8-810(b)).

A parent series LLC's dissolution also dissolves each protected series (§ 31B-14-501(1)). The parent company's reinstatement provisions apply to each series (§ 31B-14-503(a)).

Common questions

Does a late report itself dissolve the LLC? No. It becomes a ground after 60 days, followed by the determination notice and response period before the filed certificate (§§ 31B-8-809–810).

Is tax clearance needed even when the original ground was a missing report? Yes. The reinstatement application must include a Tax Commissioner certificate reciting payment of all company taxes (§ 31B-8-811(a)(4)).

Can the LLC contest a denied reinstatement? It may appeal to circuit court within 30 days after service of the denial notice is perfected (§ 31B-8-812(b)).

Statutes and sources

• W. Va. Code § 59-1-2a(e), (g)(1): Reports and fees are due by 11:59 p.m. June 30; a fee-dissolution warning must be postmarked at least 30 days before the listed dissolution date. https://code.wvlegislature.gov/59-1-2a/ (accessed 2026-09-26).
• W. Va. Code § 31B-1-111(b): If an LLC fails to maintain a process agent, the Secretary of State is an agent on whom notice may be served. https://code.wvlegislature.gov/31B-1-111/ (accessed 2026-09-26).
• W. Va. Code § 31B-8-809: The Secretary “may commence a proceeding” on the five listed grounds, including payment and report failures lasting 60 days. https://code.wvlegislature.gov/31B-8-809/ (accessed 2026-09-26).
• W. Va. Code § 31B-8-810: The Secretary sends a certified-mail determination, allows 60 days after perfected service to correct or contest grounds, then signs and files a certificate if needed. https://code.wvlegislature.gov/31B-8-810/ (accessed 2026-09-26).
• W. Va. Code § 31B-8-811: The reinstatement application is due within two years and includes a Tax Commissioner certificate; effective reinstatement relates back. https://code.wvlegislature.gov/31B-8-811/ (accessed 2026-09-26).
• W. Va. Code § 31B-8-812(b): Denial may be appealed “within thirty days after service of the notice of denial is perfected.” https://code.wvlegislature.gov/31B-8-812/ (accessed 2026-09-26).
• W. Va. Code §§ 31B-14-501(1), 31B-14-503(a): Parent dissolution dissolves protected series; the reinstatement provisions apply to each protected series. https://code.wvlegislature.gov/31B-14-501/; https://code.wvlegislature.gov/31B-14-503/ (accessed 2026-09-26).