LLC Amendment and Legal-Name-Change Filing Requirements in West Virginia

At a glance

Requirements one by one

Governing law and public articles

West Virginia's Uniform Limited Liability Company Act uses articles of organization as the public formation record. W. Va. Code §§ 31B-2-203(c) and 31B-2-204 govern the relationship to the operating agreement and the later articles of amendment or restated articles. Form LLD-2 is the current paper Articles of Amendment filing for an ordinary domestic LLC.

Amendment and restatement are available at any time

Section 31B-2-204 permits an amendment at any time and requires the LLC name, the original articles filing date, and the amendment. The Secretary of State directs a business changing its structure, business activity or purpose, or legal name to file an amendment.

A restatement is also available at any time. It is signed and filed like an amendment, designated in its heading, and identifies the present name, every former name, and the initial filing date. The statute does not replace the approval rule merely because the company chooses a restatement format.

Legal-name changes must satisfy the LLC name statute

W. Va. Code § 31B-1-105 requires an LLC designator and record distinguishability. It also supplies narrow routes based on a signed consent and undertaking, a certified final judgment, or a qualifying merger, reorganization, or acquisition of substantially all assets including the name. A trade-name registration does not change the legal name in the articles.

All members approve by default; one authorized signer files

W. Va. Code §§ 31B-1-103(a) and 31B-4-404(a)-(e) make all-member consent the Chapter 31B default for an articles amendment, whether the LLC is member-managed or manager-managed. The operating agreement governs internal affairs and the Chapter supplies silent-term defaults, so the company must read its current agreement and any separate private consent conditions.

Approval and signature are different. W. Va. Code §§ 31B-2-205 to 31B-2-206 call for a member to sign for a member-managed LLC or a manager for a manager-managed LLC. The signer states name and capacity. An attorney-in-fact may sign, while the company retains the power of attorney instead of filing it.

The filing contains the amendment, not a vote recital

The statute and July 2026 LLD-2 require the current LLC name, original filing date, and name change or other amendment text. The form allows additional pages and optional contact details that may help avoid a return. Neither source asks for a member-vote recital, organization number, notarization, or a universal attachment for an ordinary amendment.

Fee, filing channel, and effective time

W. Va. Code § 59-1-2(a)(1), (3), and (k) sets $25 for an LLC amendment, correction, or amendment-and-restatement, $15 for listed office/agent/governor changes, and an expedited-service ceiling of $500. The Secretary of State adds $1 to an online One Stop amendment. Paper LLD-2 requires one original and may be mailed or delivered to a hub office.

Under § 31B-2-206, an accepted amendment is effective at filing or a stated time that day unless it specifies a delayed time and date. A date beyond the ninetieth day does not remain pending until the stated date; the record becomes effective on day 90. The Secretary files a paid record unless it fails the Chapter's form requirements and sends a receipt.

Correction, maintenance filings, and trade names have narrower roles

W. Va. Code §§ 31B-1-109, 31B-2-207, and 31B-2-211 separate correction, agent/office change, and annual or elected biennial reporting. Correction is for a false or erroneous filed statement or defective signature and generally relates back, except against an adversely affected person who relied on the uncorrected record. The current SOS page says correction is paper-only and $25.

An agent/designated-office statement carries the fields in § 31B-1-109. The periodic report updates principal office, agent, managers, members authorized to sign, and email. W. Va. Code § 47-8-4 separately requires a $25 trade-name registration before an LLC does business under an assumed name.

Public articles do not replace the operating agreement

Section 31B-2-203(c) says the operating agreement controls among members, managers, and transferees when it conflicts with the articles. The articles may control for an outsider who reasonably and detrimentally relies. Preserve the accepted filing and approval record, then update affected internal and external records separately; the amendment does not itself rewrite contracts, licenses, tax accounts, titles, trademarks, bank records, trade names, or registrations in other states.

What trips people up

Form LLD-2 has one signature line, but W. Va. Code § 31B-4-404(c)(3) calls for all-member consent under the statutory default. The signer is authenticating the state filing, not proving on the face of the form that every required internal approval occurred. Keep the consent or meeting record with the company files.

Common questions

Can an attorney-in-fact sign the amendment?

Yes. W. Va. Code § 31B-2-205(c) permits it, but the power of attorney is retained by the LLC rather than filed as evidence of authority.

What can happen if someone knowingly signs a false filing?

W. Va. Code §§ 31B-1-114 and 31B-2-209 provide both criminal exposure and civil damages for knowing material falsehoods. The current state form reproduces the civil-liability warning immediately below its signature block.

Statutes and sources

• W. Va. Code §§ 31B-1-103, -105, -109, -114; 31B-2-203 to -207, -209, -211; and 31B-4-404 — public articles, amendment, restatement, approval, signer, effect, correction, report, and liability rules. Official Chapter 31B (accessed August 21, 2026).
• W. Va. Code § 47-8-4 — separate LLC trade-name filing. Official Article 47-8 (accessed August 21, 2026).
• W. Va. Code § 59-1-2 — amendment, restatement, correction, change, trade name, and expedite fees. Official section (accessed August 21, 2026).
• West Virginia Secretary of State — current amendment/correction routes, online charge, and fees. Amendments and Corrections (accessed August 21, 2026).
• West Virginia Secretary of State Form LLD-2 — current amendment fields, signature, and filing instructions. Official form (rev. July 2026; accessed August 21, 2026).