LLC Operating Agreement Requirements in West Virginia

At a glance

Requirements one by one

Governing law and document name

West Virginia Code § 31B-1-101 calls Chapter 31B the framework for a West Virginia LLC and defines the operating agreement as the agreement concerning relations among the members, managers, and company. The defined term includes later amendments.

Required or optional

An agreement is optional. West Virginia Code § 31B-1-103(a) says all members “may enter into” one and then makes Chapter 31B the fallback for anything the agreement does not cover.

Permitted form and signatures

West Virginia Code § 31B-1-103(a) expressly says the agreement need not be in writing. Chapter 31B defines both electronic records and electronic signatures in § 31B-1-101, but it states no general operating-agreement signature, witness, acknowledgment, or notarization condition.

That flexibility concerns the agreement itself. A separate transaction can still carry its own formality—for example, Chapter 31B treats an appointment of a voting proxy as a signed instrument under § 31B-4-404(e).

Adoption timing and effect

West Virginia Code § 31B-2-202 says the LLC's legal existence begins when the articles are filed, unless they specify a delayed effective date. Chapter 31B states no general deadline for adopting an operating agreement and no separate rule giving preformation terms legal effect before the LLC exists. Until the members enter an agreement that changes a default, § 31B-1-103(a) makes the Act control.

Single member and assent

West Virginia Code § 31B-2-202(a) expressly permits a company with one member. That sole member is all of the company's members for § 31B-1-103(a)'s agreement rule.

For a later owner, the transfer rules separate admission from economics. Under West Virginia Code §§ 31B-5-502 and 31B-5-503, a transferee initially gets only the transferred distributions. The transferee becomes a member only under authority in the agreement or with all other members' consent; once admitted, the transferee is subject to the agreement without a separate Chapter 31B signature formality.

Management and authority defaults

West Virginia Code §§ 31B-1-101(14) and 31B-2-203 make member management the default. Manager management requires that designation in the filed articles, not merely a private label in the operating agreement.

West Virginia Code § 31B-4-404 gives members equal management rights and lets a majority of members decide ordinary business matters. In a manager-managed company, managers instead have equal rights and a manager majority decides. The statute reserves twelve listed matters for all-member consent, including amending the agreement, making an interim distribution, admitting a new member, and disposing of substantially all company property.

Authority follows that public structure. West Virginia Code § 31B-3-301(a) makes each member an ordinary-course agent in a member-managed company. In a manager-managed company, membership alone creates no agency; each manager has the ordinary-course authority instead.

Voting, economic, and transfer defaults

West Virginia counts people, not ownership percentages, for its ordinary management default. Section 31B-4-404 gives each member or manager equal rights and uses a majority of those people for ordinary decisions.

West Virginia Code § 31B-4-405 separately makes pre-dissolution distributions equal. Section 31B-4-404(c) requires all-member consent to make an interim distribution and to admit a new member. Sections 31B-5-502 and 31B-5-503 keep a mere transferee outside management and information rights unless the transferee is admitted as a member.

Nonwaivable rules and duties

West Virginia Code § 31B-1-103(b) supplies the contract floor. An agreement cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary the specified judicial-expulsion and winding-up rules, or restrict Chapter 31B rights held by protected outsiders.

West Virginia Code § 31B-4-409 defines loyalty, care, and good faith. Loyalty may be narrowed by specific, not-manifestly-unreasonable categories or a full-disclosure ratification method; care may be reduced only reasonably; and good-faith performance standards may be set only if not manifestly unreasonable.

The preserved court rules matter. West Virginia Code § 31B-6-601(6) permits judicial expulsion for specified wrongful conduct or material breach, while § 31B-8-801(b)(4)–(6) preserves the listed illegality and judicial winding-up events for members, dissociated members, and qualifying transferees.

Amendment, filing, and records

West Virginia Code § 31B-4-404(c)(1) defaults to unanimous amendment. Members can take required action without a meeting, and a signed proxy may appoint someone else to act.

The private agreement and the public articles do different jobs. West Virginia Code § 31B-2-203 permits operating-agreement terms to be placed in the articles and makes the agreement control an inconsistency among insiders, while the articles protect a nonmember who reasonably relies on them. Article amendments are separately filed under § 31B-2-204(a).

If the agreement is written, West Virginia Code § 31B-4-408(c) lets a member demand a copy at the company's expense. Information and record access cannot be unreasonably restricted under § 31B-1-103(b)(1).

What trips people up

A manager-managed clause needs a matching public filing. Chapter 31B's definition keys manager management to the articles, so a private clause alone does not change the statutory public form.

The fallback math is equal, not percentage-based. Equal management rights and equal distributions apply unless the agreement replaces them. A capital schedule by itself should not be mistaken for the statutory voting or distribution rule.

Equal shares do not authorize an insolvent distribution. Under § 31B-4-407, a member or manager who assents to an unlawful distribution and fails § 31B-4-409's duty standard can be personally liable to the company.

A transfer is not automatic membership. The transferee receives economic rights first. Management, voting, and ordinary information rights require admission under West Virginia Code § 31B-5-503.

Common questions

Can members approve an action without holding a meeting? Yes. West Virginia Code § 31B-4-404(d) permits action requiring member or manager consent to be taken without a meeting.

Can a member vote through a proxy? Yes. Section 31B-4-404(e) permits a member or manager to appoint a proxy through a signed appointment instrument.

Can a transferee ever seek dissolution without becoming a member? In the limited circumstances stated in West Virginia Code § 31B-5-503(e)(3), a nonmember transferee may seek the equitable winding-up determination described in § 31B-8-801(b)(6).

Statutes and sources

• West Virginia Code §§ 31B-1-101 and 31B-1-103 — document definition, management-form definitions, unwritten agreements, statutory defaults, and nonwaivable limits. https://code.wvlegislature.gov/31B-1-101/ and https://code.wvlegislature.gov/31B-1-103/ (accessed 2026-07-26)
• West Virginia Code §§ 31B-2-202 to -204 — formation, articles, manager-managed designation, insider/outsider conflicts, and separate article amendments. https://code.wvlegislature.gov/31B-2-202/, https://code.wvlegislature.gov/31B-2-203/, and https://code.wvlegislature.gov/31B-2-204/ (accessed 2026-07-26)
• West Virginia Code § 31B-3-301 — member and manager agency. https://code.wvlegislature.gov/31B-3-301/ (accessed 2026-07-26)
• West Virginia Code §§ 31B-4-404 to -409 — management, voting, distributions, information, unlawful-distribution liability, and duties. https://code.wvlegislature.gov/31B-4-404/, https://code.wvlegislature.gov/31B-4-405/, https://code.wvlegislature.gov/31B-4-407/, https://code.wvlegislature.gov/31B-4-408/, and https://code.wvlegislature.gov/31B-4-409/ (accessed 2026-07-26)
• West Virginia Code §§ 31B-5-502 and -503 — economic-only transfer and member admission. https://code.wvlegislature.gov/31B-5-502/ and https://code.wvlegislature.gov/31B-5-503/ (accessed 2026-07-26)
• West Virginia Code §§ 31B-6-601 and 31B-8-801 — judicial expulsion and winding-up grounds. https://code.wvlegislature.gov/31B-6-601/ and https://code.wvlegislature.gov/31B-8-801/ (accessed 2026-07-26)