Have you decided to stop transacting business with your West Virginia limited liability company? The state of West Virginia legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of West Virginia.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of West Virginia is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of West Virginia.
How to Dissolve a Domestic West Virginia LLC
If your limited liability company is domestic to the state of West Virginia, the dissolution process involves the filing of a document called the Articles of Termination. The information required to fill out this document includes:
- Name of your LLC
- Address where correspondence regarding the termination can be sent
- Effective date of the dissolution
- Cause for the termination
- Effective date of the termination (can be no more than 90 days after the filing date)
- Name, phone number, and business email of an individual available to contact if there are questions about the form
- Name and signature of an authoritative party in the business
Once you’ve finished filling out this form, you’ll need to include payment for the $25 filing fee. You can file this form online, but if you’d rather file a paper form, you can mail or hand-deliver it to one of the following addresses:
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Typically, the West Virginia Secretary of State takes approximately 2-3 days to process online filings and 5-10 business days to process paper filings. You can pay for several expediting options if you need faster processing: 24-hour service costs $25, two-hour service costs $250, and one-hour service costs $500.
How to Dissolve a Foreign LLC in West Virginia
Do you need to dissolve a limited liability company based outside of West Virginia, but qualified to transact business within this state?
The dissolution process for foreign LLCs in West Virginia starts with the filing of a Certificate of Cancellation of Authority of a Foreign Limited Liability Company. Like the Articles of Dissolution used for domestic LLCs, the Certificate of Cancellation is a one-page document, and it includes the following pieces of information:
- Name of your LLC
- State where your LLC was originally organized
- Effective date of the dissolution
- Name, business email, and phone number of an individual who can be contacted with questions about the filing
- Name and signature of an authorized representative
Similar to the Articles of Dissolution, the Certificate of Cancellation requires a $25 filing fee. You can file it online, or you can print it off and file it by mail or by hand to the same addresses listed above.
You can expect this filing to take anywhere from 2-3 business days if filed online or 5-10 business days if filed on a paper form. You can also expedite your order to get 24-hour service ($25), two-hour service ($250), or one-hour service ($500).
What Else Do I Need to Know About LLC Dissolutions in West Virginia?
First off, it’s important to note that once your dissolution is complete, any business entity in West Virginia can claim your business name if they would like to use it. This is just one of many reasons that you should only dissolve your West Virginia limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of West Virginia administratively dissolving your LLC. If you fail to file your annual report on time, your LLC will immediately lose its good standing with the state, and if you don’t file your report within 60 days following your due date, the Secretary of State will perform an administrative dissolution of your business. The same goes for any taxes, fees, or other forms required by the state. Please note that if your LLC is administratively dissolved, you do have a chance to get reinstated. The state protects your business name for two years in this situation.
If your LLC is administratively dissolved, you will need to apply for reinstatement with the Secretary of State. The reinstatement process requires a fair amount of paperwork, including payment and filing of any delinquent forms and a certificate of tax clearance from the tax commissioner. Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in West Virginia again.
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The filing of either the Certificate of Cancellation of Authority of a Foreign Limited Liability Company or the Articles of Termination is a relatively similar process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a West Virginia LLC!