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The West Virginia LLC operating agreement is a recommended legal document for single and multi-director groups opening a limited liability company. This document allows the member(s) and/or owner(s) to outline responsibilities, identify voting rights, and perform other ownership responsibilities in a multi-member LLC.

From WV Code § 31B-1-101 (2019):

(16) “Operating agreement” means the agreement under section 1-103 concerning the relations among the members, managers, and limited liability company. The term includes amendments to the agreement.

West Virginia Operating Agreement Law

Per West Virginia Code 31B-1-103:

(a) Except as otherwise provided in subsection (b) of this section, all members of a limited liability company may enter into an operating agreement, which need not be in writing, to regulate the affairs of the company and the conduct of its business, and to govern relations among the members, managers, and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers, and company.
(b) The operating agreement may not:
(1) Unreasonably restrict a right to information or access to records under section 4-408;
(2) Eliminate the duty of loyalty under section 4-409(b) or 6-603(b)(3), but the agreement may:
(i) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(ii) Specify the number or percentage of members or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(3) Unreasonably reduce the duty of care under section 4-409(c) or 6-603(b)(3);
(4) Eliminate the obligation of good faith and fair dealing under section 4-409(d), but the operating agreement may determine the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(5) Vary the right to expel a member in an event specified in section 6-601(6);
(6) Vary the requirement to wind up the limited liability company’s business in a case specified in section 8-801(b)(4) or (b)(5); or
(7) Restrict rights of a person, other than a manager, member, and transferee of a member’s distributional interest, under this chapter.

Forming an LLC in West Virginia

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

Every LLC in West Virginia must legally register a business name to qualify as an LLC. This name must be distinguishable from all other businesses in West Virginia and include one of:

  • LLC
  • L.L.C.
  • Limited Liability Company

The name cannot include government agencies such as CIA, FTC, NSA, Treasury, etc.

The name cannot include “corp”, “inc”, or titles from other organization types.

The name may include restricted words that relate to the business type or profession (doctor, attorney, university, bank), as long as a licensed practitioner is part of the LLC.

To conduct the name search, use the West Virginia Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Every LLC in West Virginia is required to nominate a registered agent or agent of process for the company. This person’s responsibility is to accept legal documentation on behalf of the company and forward it to the directors, as well as any other tax forms or government correspondences.

For individuals (or yourself), the agent must:

  • Be 18 years or older
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in West Virginia

If using a registered agent service, the agent must be authorized to do business in West Virginia.

Step 3: File Your Formation Articles

New companies being formed in West Virginia must complete the Articles of Organization (domestic) and companies expanding to West Virginia must complete a Certificate of Authority (foreign). Foreign LLCs must include a Certificate of Existence in their filing as well.

Online Filing (Domestic):

  • $100 fee (+ $1 portal fee), plus optional 1-hour ($500), 2-hour ($250), and 24-hour ($25) expedited processing available
  • Turnaround time: 3-5 business days, unless expedited
  • Create an account and submit online

Note: You must file for a EIN number during your application when using the West Virginia business portal

Mailed Filing (Domestic):

  • $100 fee, plus optional 1-hour ($500), 2-hour ($250), and 24-hour ($25) expedited processing available with an attached Customer Order Request
  • Turnaround time: 5-10 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

West Virginia Secretary of State
1900 Kanawha Blvd. East Bldg. 1, Suite 157-K
Charleston, WV 25305

In-Person Filing (Domestic):

  • $100 fee, plus optional 1-hour ($500), 2-hour ($250), and 24-hour ($25) expedited processing available with an attached Customer Order Request
  • Turnaround time: 5-10 business days, unless expedited
  • Fill out the form online or after printing and deliver to:

1615 East Washington Street
Charleston, WV 25311

Online Filing (Foreign):

  • $150 fee (+ $1 portal fee), plus optional 1-hour ($500), 2-hour ($250), and 24-hour ($25) expedited processing available
  • Turnaround time: 3-5 business days, unless expedited
  • Create an account and submit online

Mailed Filing (Foreign):

  • $150 fee, optional 1-hour ($500), 2-hour ($250), and 24-hour ($25) expedited processing available with an attached Customer Order Request
  • Turnaround time: 5-10 business days upon receipt, unless expedited
  • Fill out the form online or after printing and mail to:

West Virginia Secretary of State
1900 Kanawha Blvd. East Bldg. 1, Suite 157-K
Charleston, WV 25305

In-Person Filing (Foreign):

  • $150 fee, optional 1-hour ($500), 2-hour ($250), and 24-hour ($25) expedited processing available with an attached Customer Order Request
  • Turnaround time: 5-10 business days, unless expedited
  • Fill out the form online or after printing and deliver to:

1615 East Washington Street
Charleston, WV 25311

Step 4: Draft a West Virginia Operating Agreement

A West Virginia Operating Agreement is an important (but not required) part of all LLC formations, especially multi-member LLCs.

The document can be used to identify the members of the business and their financial interests, responsibilities, voting rights, and ownership percentage. In the case of a financial dispute, the terms of this agreement can be used to settle the matter legally, which is why it is recommended that all parties hold a copy of the signed agreement.

The West Virginia Operating agreement is not required to be drafted, nor does it need to be filed with the state.