The West Virginia limited liability company (LLC) operating agreement is a legal document that defines how the company will be operated on a daily basis and regulates the status of each member within the company.
The LLC operating agreement, or business operating agreement, enables the parties to define the rules of their operation according to their specific business model. However, all the provisions must align with federal and state laws and regulations.
Is an Operating Agreement Required in West Virginia?
No, the operating agreement is not required when forming an LLC in West Virginia.
Regardless, parties still choose to draft this document when establishing an LLC in West Virginia since it can optimize their business procedures and prevent disputes between the company members.
4 Main Types of Operating Agreements
Before drafting the operating agreement, parties need to choose the type of document that suits their needs best:
Variety of Operating Agreements
Single-member LLC operating agreement: Outlines how the company with only one member will be operated. The form of this type of document is less complex since it doesn’t regulate the mutual relationships of the company members.
Multi-member LLC operating agreement: Used when there are two or more members of the company. The document regulates the business operations and mutual relationships between the members.
Member-managed LLC operating agreement: This type of operating agreement is used when the company members decide to personally manage the company.
Manager-managed LLC operating agreement: Here, the operating agreement provides the managerial rights and duties of a professional manager appointed by the company members to run the company on a day-to-day basis.
Laws and Legal Requirements for LLC Operating Agreements in West Virginia
Chapter 31B of the West Virginia Code, also called the Uniform Limited Liability Company Act, regulates the status of LLCs in West Virginia.
Moreover, § 31B-1-103 regulates the status of operating agreements.
§ 31B-1-101(16) provides the definition of the operating agreement as follows:
“‘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.”
How to Form a Limited Liability Company (LLC) in West Virginia
Below, you can find the easiest way to form a limited liability company in West Virginia:
#1. Choose a Business Name For Your LLC
Before submitting your application for business registration, you should choose a business name for your company. It should be distinguishable from other business names registered in West Virginia.
To check if your business name is distinguishable, you should visit the Secretary of State’s website and do a business name search.
#2. Choose the Type of LLC
You can choose between two main types of LLCs based on the place of their establishment:
Types of LLCs
Domestic LLCs: Companies that are both established and registered in West Virginia.
Foreign LLCs: Companies that are initially established elsewhere but are registered in West Virginia to conduct business there.
#3. Nominate an Agent
Here, you should name a person who will be an official point of contact between the LLC and the government. They will receive official notices and documents on behalf of the LLC.
The agent must be:
An individual with a registered address in West Virginia.
An entity with the authorization to operate in West Virginia.
#4. File the Formation Documents
The documents you must submit are different depending on the type of LLC you are forming:
LLC Formation Documents
For foreign LLCs, you should submit the Application for Certificate of Authority as well as the Certificate of Existence. You can submit them online or fill out Form LLF-1.
#5. Pay the Required Fee
The filing fee for domestic LLCs is $100, while the fee for foreign LLCs is $150.
If you submit your application online, you can pay with your credit or debit card.
However, if you are submitting your application via mail, you should write a check, attach it to the application documents, and send it to the following address:
West Virginia Secretary of State, 1900 Kanawha Blvd. East Bldg. 1, Suite 157-K, Charleston, WV 25305
#6. Create your LLC Operating Agreement
After registering your company, you should create an operating agreement. The document doesn’t have to be registered with any state agency.