Address of state office for filing:
West Virginia Secretary of State
Corporation Division
State Capitol Building
1900 Kanawha Blvd East
Charleston WV 25305-0770
Telephone: (304) 558-8000
State web address: http://www.legis.state.wv.us/
State law reference: West Virginia Code, Chapter 31B.
Title of filing: Articles of Organization.
Filing Fee: $100
Name requirements: The official name must contain the words “Limited Liability Company,” “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “L.C.” The words “Limited” and “Company” may be abbreviated as “Ltd.” and “Co.” (Section 31B-1-105). A company name may be reserved for 120 days (renewable once) for a fee of $15. (Section 31B-1-106).
Organizer requirements: A limited liability company may be organized by one person. The organizer need not be a natural person, nor a member. (Section 31B-2-202(a)).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) address of initial designated office in West Virginia, if any, and the mailing address of the principal office, (3) registered agent name and office address, (4) name and address of each organizer and of each member having authority to execute instruments on behalf of the company; (5) duration of company, if less than perpetual, (6) if company will be managed by managers, a statement to that effect and the names and addresses of the managers, (7) whether one or more of the members of the company are to be liable for its debts and obligations under Section 31B-3-303(c), (8) the purposes for which the company is organized, and (9) any additional matters. (Section 31B-2-203(a)).
Annual report requirement: Yes, to Secretary of State. (Section 31B-2-211).
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity. In addition, the effective date may be delayed up to 90 days to a date stated in the Articles of Organization. (Sections 31B-2-202(b), (c) and 31B-2-206).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 31B-2-202(a)).
Other: Articles of Organization must be filed with an Attorney-in-fact fee, which is variable based on the month in which Articles are filed. Instruction sheet illustrating the sliding scale is attached to state Articles of Organization form.
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