Articles of Organization

During the process of any West Virginia LLC formation, articles of organization must be delivered by one (1) or more members and filed with the Secretary of State together with the fee. State law requires that certain information be included in your articles of organization for your West Virginia LLC formation. This information must include:

  • The company name
  • The period of the LLC’s duration (this period may be perpetual or for a set amount of time)
  • The address of the initial designated office
  • The name and address of the initial agent for service of process
  • The name and address of each organizer authorized to execute instruments on behalf of the LLC
  • A statement as to whether the company is to be managed by a “manager,” and if so, the name and address of each initial manager
  • A statement as to whether one or more members are to be liable for the LLC’s debts and obligations

Filing

Your LLC is considered organized once the articles of organization are filed with the West Virginia Secretary of State. A filed document must include a signature by a member, manager, organizer or fiduciary (if the LLC is the hands of a receiver, trustee or other court-appointed fiduciary) as well as the name and title (capacity) of the person signing the document.

Additionally, West Virginia LLC formation generally requires inclusion and/or consideration of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement orally or in writing to regulate the internal affairs of the LLC. The operating agreement may be amended or repealed as allowed by the agreement or applicable law.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: Individual or Entity
  • Procedure for Membership: The member may acquire an interest in the LLC with the written consent of all members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member cannot resign from a LLC except in accordance with the operating agreement of the company
  • A member cannot resign before the expiration of the LLC by express will
  • A member’s resignation is wrongful if he is expelled by judicial determination before the expiration of the LLC
  • A member’s resignation is wrongful if he is dissociated because of bankruptcy before the expiration of the LLC
  • In the case of a member who is not an individual, resignation is wrongful if it willfully dissolved or terminated its existence before the expiration of the LLC
  • A LLC may pursue certain remedies against a resigning member for damages caused by dissociation

Contribution

The contributions of a member to the limited liability company may consist of cash, promissory notes, services performed or other agreements to contribute cash or property, or contracts for services to be performed.