LLC Merger Approval and Filing Requirements in West Virginia
At a glance
| Governing law, route name, and transaction scope | West Virginia Uniform Limited Liability Company Act, W. Va. Code §§ 31B-9-901 to -907. Article 9 calls the transaction a “merger”; it does not create a separately named consolidation route (§ 31B-9-904) |
|---|---|
| Eligible domestic, foreign, and other-form constituents and survivors | LLC may merge with or into one or more domestic/foreign LLCs, corporations, partnerships, limited partnerships, or other domestic/foreign entities; any listed form may be the survivor. Foreign LLC follows its organizing jurisdiction's vote, and another entity follows its governing law or, if none, all owners approve (§ 31B-9-904(a), (c)) |
| Plan of merger contents, consideration, and survivor governing documents | Plan states each party's name; survivor name and organization type; terms and conditions; conversion of interests into survivor interests or obligations, money, or other property; and survivor principal-business street address. It need not include survivor governing documents, but Articles carry necessary surviving-LLC article changes (§ 31B-9-904(b); § 31B-9-905(a)(6), (d)) |
| Member approval threshold, operating-agreement control, and other constituents' approvals | All LLC members approve unless the operating agreement specifies another number or percentage. Foreign LLC uses its organizing law; partnership/LP uses its all-partner or agreement conversion vote; every other entity uses its governing-law merger vote or, absent one, all interest owners (§ 31B-9-904(c)) |
| Meeting notice, written consent, waiver, and new-personal-liability consent | No merger-specific notice, waiver, or new-personal-liability consent in Article 9. Chapter-required action may occur without a meeting; a member or manager may appoint a proxy through a personally or attorney-in-fact signed instrument (§ 31B-4-404(c)-(e)) |
| Merger filing contents, signers, companion filings, and filing offices | Every party signs Articles of Merger for the Secretary of State: party names/jurisdictions; each LLC's original filing date; signed-plan approval; survivor name/address; effective date; survivor-LLC amendments; foreign-LLC formation/authority history; and, for a non-LLC survivor, West Virginia service/liability agreement. Articles amend a surviving LLC's articles; each constituent LLC holding West Virginia realty also records an acknowledged confirmatory deed with the county commission clerk (§§ 31B-9-904(f), -905) |
| Effective time, delayed date, plan amendment, abandonment, and correction | Filing-effective or stated delay, but the general record rule caps a later date at day 90. Before effectiveness, the plan controls amendment and abandonment; no renewed-vote categories are specified. Articles of correction fix a false/erroneous statement or defective signature and generally relate back subject to adverse reliance (§§ 31B-9-904(d)-(e); 31B-2-206(d), -207) |
| Survivor existence, property, debts, proceedings, records, and registrations | Nonsurvivors terminate; property vests; debts/liabilities become the survivor's; proceedings continue or substitute the survivor; rights and powers vest; preexisting personal member liability survives; no winding up is required unless agreed; and Articles serve as dissolution articles for a disappearing LLC (§ 31B-9-906) |
| Appraisal or dissent, creditor protection, and foreign-survivor service | Article 9 creates no automatic merger appraisal, dissent, fair-value, or payment procedure. A non-LLC survivor must accept West Virginia service and liability for any independently existing Chapter 31B member-payment right; all constituent debts pass to the survivor, and Secretary of State service backs up a foreign survivor's missing/unfindable agent (§§ 31B-9-905(a)(8), -906(a)-(b)) |
| Short-form and other statutory routes and special-entity boundaries | No ordinary parent-subsidiary or ownership-threshold shortcut in Article 9; other-law routes remain. A protected series cannot merge or survive; a series LLC may merge only with LLCs and only into a preexisting survivor, with extra plan, filing, continuity, and creditor rules. Series transactions remain outside this ordinary-LLC answer (§§ 31B-9-907; 31B-14-602 to -608) |
Requirements one by one
Article 9 uses one cross-form merger plan
West Virginia Code § 31B-9-904(a) permits an ordinary LLC to merge with or into domestic or foreign LLCs, corporations, partnerships, limited partnerships, or other entities. The plan names every party and the survivor, identifies the survivor's organization type and principal-business street address, states the terms, and explains how each interest converts into survivor interests or obligations, money, or property.
The operating agreement sets the LLC vote
An LLC uses all-member approval unless the operating agreement specifies another number or percentage. Foreign LLCs follow their organizing law; partnerships and domestic limited partnerships follow the conversion vote; and other entities use their governing-law merger vote or all owners if that law has no rule. W. Va. Code § 31B-9-904(c).
W. Va. Code § 31B-4-404(c)-(e) permits Chapter-required action without a meeting and permits a signed proxy appointment by the member, manager, or attorney-in-fact. Article 9 states no merger-specific meeting-notice period, waiver mechanism, or separate consent from a member who would acquire personal liability.
The Articles and real-estate deed are separate filings
Every party signs the Articles of Merger. W. Va. Code § 31B-9-905 requires the party jurisdictions, each LLC's original filing date, plan approval and signature, survivor name/address, effective date, survivor-LLC amendments, and foreign-LLC formation and authority history. A non-LLC survivor also accepts West Virginia service and liability for covered constituent obligations and any independently existing Chapter 31B member-payment right.
The Secretary of State receives the Articles, but that is not the only office when an LLC constituent owns West Virginia realty. Section 31B-9-904(f) requires an acknowledged confirmatory deed for each affected parcel, recorded with the county commission clerk where the property lies and reciting the merger as consideration.
General filing law caps the delayed date
Article 9 allows filing-time effect or a date stated in the Articles. W. Va. Code § 31B-2-206(d) caps that date at the 90th day after filing. The plan itself governs amendment or abandonment before effect; the statute identifies no separate postapproval changes that require a renewed vote. W. Va. Code § 31B-9-904(d)-(e).
W. Va. Code § 31B-2-207 permits Articles of Correction for a false or erroneous statement or defective signature. Correction generally relates back, except that it operates only when filed against a person who relied on the uncorrected record and would be adversely affected.
The survivor takes the statutory package
At effectiveness, nonsurvivors terminate, property vests in the survivor, debts and obligations become the survivor's, proceedings continue or substitute the survivor, and rights and powers vest. Preexisting personal member liability survives; a disappearing LLC need not wind up unless the parties agree; and the Articles serve as its dissolution articles. W. Va. Code § 31B-9-906.
What trips people up
Article 9 creates no automatic merger appraisal, dissent, fair-value, or payment process. Section 31B-9-905(a)(8) preserves enforcement against a non-LLC survivor of any member-payment right that exists elsewhere in Chapter 31B; it does not say that voting against this merger creates such a right.
There is no parent-subsidiary or ownership-threshold shortcut in W. Va. Code §§ 31B-9-904 through -906. Section 31B-9-907 preserves another route only when other law independently supplies it.
Series companies use a separate, narrow overlay. W. Va. Code §§ 31B-14-602 to -608 prohibit a protected series itself from merging or surviving and allow a series LLC to merge only with LLC parties and only into a preexisting survivor, with additional plan, attachment, continuity, and creditor rules.
Common questions
Can the operating agreement use less than unanimous approval?
Yes. Section 31B-9-904(c)(1) expressly permits the number or percentage stated in the operating agreement to replace the all-member default.
Does an LLC constituent holding West Virginia land need another record?
Yes. Section 31B-9-904(f) requires an acknowledged confirmatory deed recorded in each county commission clerk's office where the real estate lies.
May members approve without a meeting?
Yes. Section 31B-4-404(d) supplies the no-meeting route, and subsection (e) permits a signed proxy appointment.
Statutes and sources
- W. Va. Code §§ 31B-9-904 to -907 — merger scope, plan, approvals, amendment, abandonment, timing, confirmatory deeds, Articles, effects, service, liability, winding up, dissolution, and nonexclusivity. Official current Article 31B-9, accessed September 12, 2026.
- W. Va. Code §§ 31B-2-206 to -207 and § 31B-4-404 — delayed filing, correction, no-meeting consent, and proxy. Official current Chapter 31B and official current § 31B-4-404, accessed September 12, 2026.
- W. Va. Code §§ 31B-14-602 to -608 — protected-series prohibition and series-company merger boundaries. Official current Chapter 31B, accessed September 12, 2026.
Source links
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