Register a West Virginia Foreign LLC
A West Virginia foreign LLC does business in West Virginia but was formed in a different state or jurisdiction. Foreign LLC registration in West Virginia requires you to get a Certificate of Authority from the Secretary of State, Business & Licensing Division, and pay a $150 state filing fee (or $175 for expedited filing). The West Virginia Code doesn’t define doing business, but in general, any out-of-state company—with a few exceptions—that owns real estate in West Virginia or makes taxable sales to state residents should register as a foreign business.
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How to Register a Foreign LLC in West Virginia
Registering your foreign company in West Virginia requires submitting a Certificate of Authority to the Secretary of State. The process is called foreign qualification, which is the process of registering your existing LLC in a new state so that you can legally conduct business there. Here’s our guide to the process:
1. Obtain a Certificate of Good Standing
In order to register with the West Virginia Secretary of State’s Business & Licensing Division, you will first need to get a Certificate of Good Standing from your home state. Your Certificate of Good Standing tells West Virginia your LLC is legally allowed to do business in your home state and is current with all state fees, taxes and paperwork.
Though this certificate might be called something different depending on the state—such as a Certificate of Existence or a Certificate of Fact—a version of this document can be acquired in every state or territory.
How do I get a Certificate of Good Standing?
Most states allow you to request a Certificate of Good Standing online for a small fee from the same government agency which originally formed your LLC.
2. Appoint a West Virginia Registered Agent
Your next step is to appoint a West Virginia Registered Agent—or as the state terms it, an “agent of process.” Your agent can be a business or someone you know, but that person must have a street address in West Virginia. Registered agents need to be available during standard business hours (9am to 5pm) and be able to accept service of process for your business.
Can I be the registered agent for my own West Virginia LLC?
You can serve as your company’s registered agent if you have a physical address in West Virginia. However, doing so will require you to be in your registered office year-round during business hours, which may interfere with your ability to run the company (or go on vacation). When companies move into other states, many choose to hire a Registered Agent Service to handle this important side of the business.
Why hire a West Virginia Registered Agent?
Technically, West Virginia does not require LLCs to use a registered agent. In fact, it is the only state in the US without that requirement. That said, a registered agent is very useful for privacy-minded business owners.
By default, when a company registers in West Virginia, the company contact information becomes public record, leaving that information available to solicitors, junk mail and nuisance lawsuits.
However, when you use a registered agent service, you can use their address on your registration documents instead, keeping your personal address private.
3. Complete the Certificate of Authority
To register your foreign LLC in West Virginia, you need to complete the state’s Certificate of Authority application and file it with the West Virginia Secretary of State, Business & Licensing Division.
West Virginia is infamous for the long list of information it requires for a Certificate of Authority. Here’s the content you’ll need to provide:
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LLC name as registered in home state
- Business name for use in West Virginia (If original name is not available, check “DBA Name” box and attach a Letter of Resolution signed by LLC members)
- Type of LLC to register—regular, professional, or serial
- Principal office address in home jurisdiction
- LLC’s physical office address in West Virginia
- Name and address of Agent of Process (Registered Agent), if any
- Email and website address (if available)
- Duration or term of LLC (perpetual or with an expiration date)
- How your LLC will be managed (by members or by managers)
- Names and addresses of members/managers
- Will members be liable for specific debts or obligations?
- LLC’s purpose for formation (Consumer litigation financiers and scrap metal dealers must attach special registration forms)
- Effective start date—West Virginia allows a date up to 90 days in the future
- Other provisions set out in your original operating agreement.
- Number of pages attached to application
- Is the LLC veteran-owned?
- Contact information, title of signer, signature, and date of signing
If you’re ready to get started, you can Register Your Foreign LLC in West Virginia now with Northwest.
How much does it cost to file the Certificate of Authority?
The processing fee for filing a Certificate of Authority in West Virginia is $150, or $151 to file online. An additional fee can be paid for expedited processing.
West Virginia waives Certificate of Authority fees for LLCs that are at least 51 percent veteran-owned. A Veteran Affairs Form DD214 must be attached to the LLC’s application.
How can I file my Certificate of Authority application?
The West Virginia Secretary of State gives you plenty of options to file. There are three offices where you can mail or hand-deliver your application, and you can also file by e-mail, online, or via fax.
Mail or in person:
Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Email: CorpFilings@wvsos.gov
Fax: (304) 558-8381
Do foreign LLCs need to file a West Virginia Certificate of Organization?
No. You only need to file a Certificate of Organization (also known as LLC Articles of Organization) if you’re forming a new LLC. Foreign LLCs simply need to file the Certificate of Authority.
4. Get Your Foreign Registration Documents
If you want a date-stamped copy of your Certificate of Authority application from West Virginia, attach a second copy of the application along with the original, and the state will mail the date-stamped version back at no extra cost. Unfortunately, e-mail or fax filings will not automatically receive a copy via mail. Any copies must be ordered separately on the customer order form included with the Foreign LLC Certificate of Authority application.
If you want a certified copy of your registration form, you’ll need to pay the state an additional fee of $15 per copy.
How long does it take for West Virginia to process the Certificate of Authority?
Standard state processing with a $150 fee gets your Certificate of Authority application through West Virginia’s system in about 5-10 days.
Need it faster? For an added $25 (a total of $175), West Virginia will have your application processed in 24 hours. If you’re submitting by fax, an additional $250 (totaling $400) can speed up the process to within two hours. Or, if you need your certificate ready as soon as possible, you can pay the state an extra $500 (for a grand total of $650) while filing in person to complete processing inside of an hour.
West Virginia Foreign LLC Registration FAQ
How do I amend a foreign LLC in West Virginia?
You can amend your foreign LLC filing in West Virginia by filing an Amended Certificate of Authority online or with a paper form and paying a $25 fee (plus $1 for online processing).
What does doing business mean in West Virginia?
Many states, West Virginia included, don’t clearly define doing business because of the ever-changing business landscape. However, West Virginia’s State Tax Department notes that for tax purposes, any purposeful revenue-generating activity engaged in with the object of gain or economic benefit is considered business activity.
Activities that do NOT constitute transacting business in West Virginia include, but are not limited to:
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Settling or defending lawsuits
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Holding board meetings
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Maintaining bank accounts
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Maintaining offices for the transfer of securities
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Selling goods or services through an independent contractor
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Soliciting orders (before they become contracts)
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Conducting isolated, non-repeating transactions completed within 30 days
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Transacting business in interstate commerce
Read more: What Exactly Does “Doing Business” in Another State Mean?
Do I have to file an annual report for my West Virginia foreign LLC?
Yes. The West Virginia Annual Report is due July 1st every year. You may file your West Virginia Annual Report online or by mail. The report costs $25, but a $50 late fee will be charged for any reports received after the July 1st deadline.
How are foreign LLCs in West Virginia taxed?
You must pay all applicable West Virginia taxes, just like any West Virginia LLC. By default, your LLC will be taxed as a pass-through entity, which means your business profits “pass through” the company itself and get reported as income on individual members’ tax returns. An LLC may choose to be taxed as a corporation instead, but to do that you’ll have to file paperwork with the IRS.
How can I withdraw my West Virginia foreign LLC?
To withdraw your foreign LLC, you’ll need to file a Certificate of Withdrawal. There is a $25 fee for this filing. You can also file the certificate online through the West Virginia One Stop Business Portal.
