West Virginia Entity Types Guide
⛰️ WEST VIRGINIA
West Virginia Entity Types Guide
Complete guide to forming LLCs, corporations, nonprofits, benefit corporations, and specialized entities in West Virginia – with Mountain State advantages and compliance requirements
LLC Formation Fee
$101
Corporation Formation
$101
Annual Report
$25
Veteran Benefits
FREE Formation
→
West Virginia Entity Types – Overview
⛰️ Welcome to West Virginia Business Formation
West Virginia offers a comprehensive menu of business entity types with competitive fees, streamlined online filing through the Business4WV portal, and unique advantages including no franchise tax (eliminated 2015), veteran benefits, and low compliance costs. Whether you’re launching a startup, forming a benefit corporation, or establishing a professional practice, West Virginia provides modern business statutes with affordable formation costs and business-friendly incentives.
West Virginia Business Entity Menu
The West Virginia Secretary of State Business Division recognizes the following business entity types:
Limited Liability Companies
- Domestic LLC
- Professional LLC (PLLC)
- Foreign LLC (registered)
- Single-member & multi-member
Corporations
- Business Corporation
- Benefit Corporation
- Professional Corporation (PC)
- Nonprofit Corporation
- Public Corporation
Partnerships
- General Partnership
- Limited Partnership (LP)
- Limited Liability Partnership (LLP)
Specialized Entities
- Cooperative Association
- Voluntary Association
- Business Trust
- Unincorporated Nonprofit
Sole Proprietorships
- Trade Name/DBA Registration
- No formal filing required
- Full personal liability
Key West Virginia Business Framework
✅ West Virginia Statutory Framework:
- Chapter 31D: West Virginia Business Corporation Act (MBCA-style)
- Chapter 31E: West Virginia Nonprofit Corporation Act
- Chapter 31F: West Virginia Benefit Corporation Act (effective 2014)
- Chapter 31B: Uniform Limited Liability Company Act
- Chapter 47B: Uniform Partnership Act (RUPA-style; includes LLP)
- Chapter 47, Art. 9: Uniform Limited Partnership Act
- Business4WV Portal: Integrated one-stop filing system
West Virginia vs Other Jurisdictions
| Factor | West Virginia | Delaware | Pennsylvania |
|---|---|---|---|
| LLC Formation Fee | $101 | $90 | $125 |
| LLC Annual Report | $25 | $300/year | $70/year |
| Corp Formation Fee | $101 | $89 | $125 |
| Corp Annual Report | $25 | $50 + franchise tax | None |
| Franchise Tax | None (eliminated 2015) | Yes (varies) | Yes (varies) |
| Online Filing | ✅ Business4WV | ✅ Yes | ✅ Yes |
When to Choose West Virginia Formation
✅ Choose West Virginia When:
- Operating a business physically located in West Virginia
- Want to avoid franchise tax (eliminated in 2015)
- Low annual compliance costs are priority ($25/year)
- Qualify for veteran benefits (free formation + 4 annual reports)
- Want benefit corporation status for social enterprise
- Want to leverage PTET (Pass-Through Entity Tax) election
- Professional practice in West Virginia
- Real estate investments in West Virginia
⚠️ Consider Delaware/Other States When:
- Raising venture capital (VCs prefer Delaware C-corps)
- Planning to go public (Delaware corporate law track record)
- No physical West Virginia presence (may qualify as foreign entity)
- Multi-state operations (consider operational headquarters state)
⚠️ Foreign Qualification Requirement:
If your business is formed in another state but conducts business in West Virginia, you must register as a foreign entity. Foreign registration fees:
- Foreign for-profit corporation: $101
- Foreign LLC: $151
- Foreign LLP: $501
- Annual reports: $25 for LLCs/Corps; $500 for LLPs
- Veteran-owned: Filing fee waived with DD214
“Transacting business” in West Virginia generally includes:
- Having a physical office or location in West Virginia
- Employing workers in West Virginia
- Regular, ongoing sales or services to West Virginia customers
- Owning or leasing real property in West Virginia for business purposes
🎖️ West Virginia Veteran Benefits:
Qualifying veterans (with DD214) receive significant business formation benefits:
- FREE formation – Filing fee waived for all entity types
- FREE first 4 annual reports – $100 savings over 4 years
- Foreign registration fee waived – Additional savings for out-of-state businesses
Quick Comparison: West Virginia Entity Types
This table provides a high-level comparison of West Virginia’s business structures. Scroll horizontally on mobile devices.
| Factor | Sole Prop | General Partnership | LP | LLP | LLC | Corporation | Benefit Corp | Nonprofit | PC/PLLC |
|---|---|---|---|---|---|---|---|---|---|
| Liability Shield | ❌ None | ❌ Joint & several | ⚠️ GPs: none; LPs: limited | ✅ Yes (except own acts) | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes | ✅ Yes (except own malpractice) |
| Tax Default | Schedule C | Pass-through (K-1) | Pass-through (K-1) | Pass-through (K-1) | Pass-through (or elect C-corp) | C-corp (or elect S-corp) | C-corp (or elect S-corp) | Tax-exempt (if 501(c) qualified) | C-corp, S-corp, or pass-through |
| Formation Fee | $0 | $0 (if unregistered) | $101 | $251 | $101 | $101 | $101 | $26 | $101 |
| Annual Report | ❌ No | ❌ No | ✅ $25 | ✅ $500 | ✅ $25 | ✅ $25 | ✅ $25 | ✅ $25 | ✅ $25 (PLLC) or $25 (PC) |
| Owner Restrictions | 1 person only | 2+ persons | 1+ GP, 1+ LP | 2+ partners | 1+ members | 1+ shareholders | 1+ shareholders | N/A (members/directors) | Licensed professionals only |
| Best Use Cases | Solo freelancers, minimal risk | Small partnerships, low formality | Real estate, passive investors | Law/accounting firms | Most small/mid businesses | VC-backed startups, going public | Social enterprises, mission-driven | Charities, foundations | Lawyers, doctors, CPAs, etc. |
🌟 West Virginia’s Unique Advantages:
- No Franchise Tax: Eliminated in 2015, saving businesses over $500 million statewide annually
- Low Annual Compliance: $25 annual reports for most entities (vs $300-$500+ in other states)
- Veteran Benefits: FREE formation and first 4 annual reports for qualifying veterans
- Benefit Corporation Option: Social enterprise overlay available (Chapter 31F)
- PTET Election: 5.75% pass-through entity tax option for SALT deduction optimization
- Business4WV Portal: Integrated one-stop filing system for all business needs
West Virginia Limited Liability Companies (LLCs)
📘 West Virginia LLC Law: Chapter 31B – Uniform Limited Liability Company Act
West Virginia has adopted a modern uniform LLC statute with strong operating-agreement primacy, allowing flexible management structures, distribution arrangements, and custom governance provisions.
Formation: Articles of Organization
West Virginia LLCs are formed by filing Articles of Organization with the West Virginia Secretary of State Business Division.
Required Content for West Virginia Articles of Organization
| Requirement | Details |
|---|---|
| LLC Name | Must include “Limited Liability Company,” “LLC,” or “L.L.C.” and be distinguishable on state records |
| Principal Office Address | Physical address (can be in or outside West Virginia) |
| Registered Agent | Name and physical West Virginia street address (no PO boxes); must be WV resident or entity authorized in WV |
| Management Structure | Member-managed by default; can specify manager-managed |
| Organizer | Name and address of person forming the LLC |
| Effective Date | Upon filing or specify future date |
Filing Fees & Processing
| Filing Method | Fee | Processing Time |
|---|---|---|
| Online (Business4WV Portal) | $100 + $1 online fee = $101 | Same-day filing date; pickup or mail next business day |
| 24-Hour Expedite | $101 + $25 = $126 | Next business day |
| 2-Hour Expedite | $101 + $250 = $351 | 2 hours |
| 1-Hour Expedite | $101 + $500 = $601 | 1 hour |
| Veteran Formation | FREE (with DD214) | Same as standard |
Operating Agreement
📋 Operating Agreement (Strongly Recommended):
West Virginia Chapter 31B provides strong operating-agreement primacy, meaning the operating agreement governs most internal LLC matters and can override many default statutory rules.
Key provisions to address:
- Member capital contributions and ownership percentages
- Profit and loss allocation (can differ from ownership percentages)
- Management structure (member-managed vs manager-managed)
- Voting rights and quorum requirements
- Transfer restrictions and buy-sell provisions
- Fiduciary duty modifications (WV allows flexibility)
- Dissolution and liquidation procedures
Annual Reports & Additional Requirements
| Requirement | Details |
|---|---|
| Annual Report | ✅ Required |
| Fee | $25 + $1 online fee = $26 |
| Due Date | July 1 each year (file by June 30) |
| Late Penalty | $75 if filed after July 1 |
| Business Registration Certificate | $30 one-time (WV Tax Department requirement) |
| Veteran-owned LLCs | First 4 annual reports FREE |
Tax Treatment
| LLC Type | Default Federal Tax | Can Elect |
|---|---|---|
| Single-member LLC | Disregarded entity (Schedule C) | C-corp or S-corp |
| Multi-member LLC | Partnership (Form 1065, K-1s) | C-corp, S-corp, or PTET |
Professional Limited Liability Companies (PLLCs)
West Virginia allows licensed professionals to form Professional LLCs (PLLCs) for the practice of their profession, with additional requirements under Chapter 31B and Chapter 30 (professional licensing).
Who May Form a PLLC
- Attorneys (licensed by WV State Bar)
- Physicians and surgeons (licensed by WV Board of Medicine)
- Dentists
- Certified Public Accountants (CPAs)
- Engineers
- Architects
- Podiatrists
- Other licensed professionals under Chapter 30 (check with licensing board)
PLLC Formation Requirements
| Requirement | Details |
|---|---|
| Verification of Eligibility (VOE) Form | REQUIRED – Must attach to Articles of Organization; obtained from state licensing board |
| Professional Liability Insurance | $1,000,000 minimum coverage (policy, trust, escrow, CD, treasuries, letter of credit, or insurance bonds) |
| Licensing Board Approval | Prior written approval required; board issues Letter of Authorization |
| Letter of Intent | Written letter to licensing board documenting insurance coverage |
| Members | All members must be licensed in the SAME or compatible profession |
| Formation Fee | $100 + $1 online fee + licensing board fee (~$100) = ~$201 |
| Annual Report | $25 (same as regular LLC) |
🚨 PLLC Critical Requirements:
- VOE form is mandatory: Articles will be rejected without Verification of Eligibility from licensing board
- $1M insurance required: Must maintain professional liability insurance or equivalent at all times
- No malpractice shield: PLLC does NOT protect professionals from liability for their own malpractice
- Single-profession rule: All members must be licensed in the same or compatible profession
✅ When to Choose LLC/PLLC
- Want liability protection with pass-through tax
- Flexible management and profit allocation
- Operating a small/mid-sized business or real estate holdings
- Professional practice (if PLLC authorized for your profession)
- Want low annual compliance costs ($25/year)
- Not raising venture capital or planning IPO
- Qualify for veteran benefits (free formation + 4 reports)
❌ When to Avoid LLC/PLLC
- Raising venture capital (VCs prefer C-corps)
- Going public (must be corporation)
- Want to issue stock options/equity grants to employees
- Your profession requires PC (not PLLC) per licensing board
- Cannot obtain $1M professional liability insurance (PLLC)
West Virginia Business Corporations
📘 West Virginia Corporate Law: Chapter 31D – West Virginia Business Corporation Act
Modern MBCA-style corporate statute supporting both closely held and widely held corporations, with detailed provisions on governance, shares, directors, officers, and corporate transactions.
For-Profit Corporations
Formation: Articles of Incorporation
Corporations are formed by filing Articles of Incorporation with West Virginia Secretary of State.
Required Content for Articles of Incorporation
- Corporate name (must include “Corporation,” “Incorporated,” “Company,” “Limited,” or abbreviation: Corp., Inc., Co., Ltd.)
- Number of authorized shares (and classes/series if more than one)
- Registered agent name and West Virginia street address
- Principal office address
- Incorporator(s) name and address
- Director information (if initial directors named)
Filing Fees
| Filing Option | Fee | Processing Time |
|---|---|---|
| Standard Filing | $100 + $1 online = $101 | Same-day filing date |
| 24-Hour Expedite | $101 + $25 = $126 | Next business day |
| Veteran Formation | FREE (with DD214) | Same as standard |
Annual Reports
| Requirement | Details |
|---|---|
| Required? | ✅ Yes |
| Fee | $25 + $1 online = $26 |
| Due Date | July 1 each year (file by June 30) |
| Late Penalty | $75 |
| Veteran-owned Corps | First 4 annual reports FREE |
Corporate Governance
- Shareholders: Elect directors, approve major transactions
- Board of Directors: Manage business and affairs; delegate to officers
- Officers: CEO, CFO, Secretary, etc.; appointed by board
- Bylaws: Required (not filed; kept in corporate records)
- Meetings: Annual shareholder meetings recommended
Tax Treatment
| Tax Election | How It Works |
|---|---|
| C-Corporation (default) | Entity-level tax on corporate income (6.5% WV corporate income tax); dividends taxed to shareholders (double taxation) |
| S-Corporation (election) | Pass-through tax; income flows to shareholders on K-1; must meet IRS eligibility (≤100 shareholders, all U.S. individuals/estates/trusts, one class of stock) |
✅ When to Choose Corporation
- Raising venture capital or planning IPO
- Want stock options/equity incentive plans
- Multiple classes of stock needed (preferred, common)
- S-corp election for self-employment tax savings
- Established corporate governance structure desired
- No franchise tax burden (WV eliminated franchise tax in 2015)
Consider Benefit Corporation
- Social enterprise with profit + public benefit mission
- Want legal protection for mission-driven decisions
- Investors aligned with public benefit goals
- Same formation/annual costs as standard corporation
- Chapter 31F provides benefit corporation framework
West Virginia Benefit Corporations
📘 West Virginia Benefit Corporation Law: Chapter 31F – West Virginia Benefit Corporation Act (effective 2014)
A benefit corporation is a West Virginia business corporation that has elected benefit status and is committed to creating general public benefit alongside profit. This is an overlay on Chapter 31D business corporations, not a separate entity type.
What is a Benefit Corporation?
A benefit corporation under Chapter 31F must:
- Pursue general public benefit (material positive impact on society and the environment)
- Optionally pursue one or more specific public benefits
- Prepare and publish annual benefit reports
- Have directors consider broader stakeholder interests (not just shareholder value)
Formation Process
Method 1: Form as Benefit Corporation
- File Articles of Incorporation (for-profit only) with WV Secretary of State
- Include statement: “This corporation is a benefit corporation” or similar language
- Identify the general public benefit(s) to be pursued
- Optionally specify one or more specific public benefits
Method 2: Convert Existing Corporation
- Existing business corporation can elect benefit status by amending articles
- Requires shareholder approval per Chapter 31F requirements
- File Articles of Amendment with benefit corporation election
Filing Fees
| Filing | Fee |
|---|---|
| New Benefit Corporation Formation | $100 + $1 online = $101 (same as standard corporation) |
| Conversion to Benefit Corporation | $25 (amendment filing) |
| Annual Report | $25 (same as standard corporation) |
| Veteran-owned Benefit Corp | FREE formation + first 4 annual reports |
Key Benefit Corporation Requirements
1. General Public Benefit
Must pursue “material positive impact on society and the environment, taken as a whole, assessed against a third-party standard.”
2. Director Duties (Expanded)
Directors must consider:
- Shareholders and financial interests of the corporation
- Employees and workforce of the corporation and subsidiaries
- Interests of customers as beneficiaries of the general or specific public benefit
- Community and societal factors, including those of each community in which offices or facilities are located
- Local and global environment
- Short-term and long-term interests of the benefit corporation, including benefits that may accrue from its long-term plans
- Ability to accomplish its general and any specific public benefit purpose
3. Annual Benefit Report
| Requirement | Details |
|---|---|
| Required? | ✅ Yes – Must prepare annual benefit report |
| Content | Describe how benefit corporation pursued general public benefit; assess overall social/environmental performance against third-party standard |
| Third-Party Standard | Must use comprehensive, credible, independent third-party standard (e.g., B Impact Assessment, GRI, others) |
| Filing with SOS? | ❌ No – Report not filed with state; published to shareholders and made publicly available |
| Frequency | Annually |
Benefit Corporation vs Standard Corporation
| Factor | Standard Corporation (31D) | Benefit Corporation (31F overlay) |
|---|---|---|
| Statute | Chapter 31D only | Chapter 31D + 31F overlay |
| Formation Fee | $101 | $101 (same) |
| Annual Report (SOS) | $25 | $25 (same) |
| Director Duties | Primarily shareholder value | Expanded to consider all stakeholders + public benefit |
| Purpose | Profit maximization | Profit + general public benefit |
| Annual Benefit Report | Not required | Required (published, not filed with SOS) |
| Nonprofit Eligible? | N/A | ❌ No – For-profit only |
| Tax Treatment | C-corp or S-corp | Same (C-corp or S-corp) |
⚠️ Important Clarifications:
- For-profit only: Nonprofits cannot elect benefit corporation status under Chapter 31F
- No tax advantages: Benefit corporations are taxed the same as standard corporations (not tax-exempt)
- Not a B Corp certification: WV benefit corporation status is separate from B Lab’s B Corp certification (though many pursue both)
- Annual benefit report is public: Must be made available to shareholders and the public (not filed with SOS)
✅ When to Choose Benefit Corporation
- Social enterprise balancing profit + public benefit mission
- Want legal protection for mission-driven decisions
- Investors aligned with public benefit goals
- Transparency and accountability for social/environmental impact
- Not eligible for 501(c)(3) but want mission-driven structure
- Same cost as standard corporation (no premium)
❌ When to Avoid Benefit Corporation
- Investors prioritize pure profit maximization
- Don’t want annual benefit reporting burden
- Seeking tax-exempt status (use nonprofit instead)
- Not committed to third-party standard assessment
- Don’t want public disclosure of social/environmental performance
✅ West Virginia Benefit Corporation Advantages:
- Legal clarity: Directors have explicit permission to consider stakeholders beyond shareholders
- Mission protection: Benefit status preserved through ownership changes/IPO
- Market differentiation: Benefit corporation status signals commitment to public benefit
- Same formation/annual costs: No premium for benefit corporation designation
- Veteran benefits apply: Free formation + first 4 annual reports for qualifying veterans
Partnerships
📘 West Virginia Partnership Law:
- Chapter 47B: Uniform Partnership Act (RUPA-style; general partnerships and LLPs)
- Chapter 47, Article 9: Uniform Limited Partnership Act
General Partnership
Formation
- No formal filing required: Partnership arises automatically when two or more persons carry on a business for profit as co-owners
- Optional: File Statement of Partnership Authority or partnership agreement
- Optional DBA: If doing business under name other than partners’ names ($25)
Liability
🚨 Joint & Several Liability:
Each partner is jointly and severally liable for all partnership debts and obligations. One partner’s actions can bind the entire partnership and expose all partners to personal liability.
Limited Partnership (LP)
Structure
- General partners: Manage partnership; unlimited personal liability
- Limited partners: Contribute capital; limited liability (capped at investment); no management control
Formation & Prohibited Businesses
| Requirement | Details |
|---|---|
| Filing | Certificate of Limited Partnership (Chapter 47, Art. 9) |
| Fee | $100 + $1 online = $101 |
| Annual Report | $25 |
| Prohibited Businesses | Cannot engage in banking, brokerage, or insurance business |
| Veteran-owned LPs | FREE formation + first 4 annual reports |
Use Cases
- Real estate investment partnerships
- Private equity and venture capital fund structures
- Family limited partnerships (FLPs) for estate planning
- Oil & gas or natural resource investment structures
Limited Liability Partnership (LLP)
Formation
| Requirement | Details |
|---|---|
| Filing | Statement of Registration (Chapter 47B) |
| Fee | $250 + $1 online = $251 (highest formation fee in WV) |
| Insurance Requirement | $1M of professional liability coverage (noted in SOS materials) |
| Name requirement | Must include “LLP,” “L.L.P.,” or “Limited Liability Partnership” |
| Annual Report | $500 (highest annual fee in WV) |
| Veteran-owned LLPs | Formation fee waived; first 4 annual reports FREE |
Liability Protection
LLP partners are NOT personally liable for partnership obligations arising from errors, omissions, negligence, or misconduct of another partner or employee. Each partner remains liable for their own acts.
Best Use Cases
- Law firms: Lawyers want protection from other partners’ malpractice
- Accounting firms: CPAs shielded from co-partner negligence
- Architecture/engineering firms: Professional liability isolation
- Consulting firms: Professional services with multiple partners
⚠️ LLP Cost Considerations:
LLPs have the highest ongoing compliance costs in West Virginia:
- Formation: $251 (vs $101 for LLC/Corp)
- Annual report: $500 (vs $25 for LLC/Corp)
- Insurance: $1M professional liability coverage required
- 5-year cost comparison: LLP = $2,251 vs LLC = $201
Alternative: Many professionals choose PLLC instead of LLP for lower ongoing costs ($25/year vs $500/year), though PLLCs have upfront licensing requirements.
✅ Partnership Entity Selection:
- General Partnership: Minimal formality, but full personal liability – not recommended unless very small/low-risk
- Limited Partnership: Passive investors (LPs) + active managers (GPs); common for real estate and funds; cannot engage in banking/brokerage/insurance
- LLP: Professional service firms that want partnership tax treatment with liability protection; higher fees but established framework
- Consider PLLC instead: For most professional practices, PLLC offers lower ongoing costs ($25/year vs $500/year), though requires VOE and insurance
- Consider LLC instead: For non-professional businesses, LLC offers better liability protection, flexibility, and much lower costs
Nonprofit & Charitable Entities
Nonprofit Corporations
📘 West Virginia Nonprofit Corporation Law: Chapter 31E – West Virginia Nonprofit Corporation Act
Modern nonprofit code providing comprehensive framework for formation, governance, purposes, members, directors, and corporate transactions.
Formation
| Requirement | Details |
|---|---|
| Filing | Articles of Incorporation (nonprofit version) |
| Formation Fee | $25 + $1 online = $26 (lowest formation fee in WV) |
| Annual Report | $25 |
| Due Date | July 1 each year |
| Purpose | Must describe initial nonprofit activity in articles |
Key Features
- Non-stock structure: No shareholders; can have members or be non-member nonprofit
- No profit distribution: Surplus must be used for exempt purposes, not distributed to directors/officers
- Board of directors: Minimum of one director (though three or more recommended for 501(c)(3) applications)
- Bylaws: Govern internal affairs (not filed with SOS)
- Dissolution: Upon dissolution, assets must go to another nonprofit or public use
Federal Tax-Exempt Status
⚠️ State Formation ≠ Federal Tax Exemption:
Forming a West Virginia nonprofit corporation does not automatically grant federal tax-exempt status. To obtain 501(c)(3) or other tax-exempt status:
- File IRS Form 1023 (501(c)(3) application for charitable organizations) or Form 1024 (other exemptions)
- Meet IRS requirements for charitable/exempt purposes, governance, and operations
- Obtain IRS determination letter confirming exemption
Charitable Organizations & Registration
📘 WV Charities Division Registration:
West Virginia separates nonprofit corporation formation (SOS) from charitable organization registration (SOS Charities Division).
Charity Registration Requirements
| Requirement | Details |
|---|---|
| Who Must Register | Charitable organizations soliciting donations in West Virginia (subject to exemptions) |
| Filing Office | WV Secretary of State – Charities Division (separate from Business Division) |
| Annual Reporting | File annual reports of donations and expenditures (unless exempt) |
| Exemptions | Religious organizations, educational institutions, and certain small charities may be exempt |
Unincorporated Nonprofit Associations
West Virginia recognizes unincorporated nonprofit associations as a distinct form – small associations that don’t incorporate but may need some legal capacity.
- Not required to file with SOS
- No liability shield for members
- Simpler structure for small volunteer groups
- Can upgrade to nonprofit corporation for liability protection
✅ When to Choose Nonprofit Corporation
- Exclusively charitable, educational, religious, or scientific purpose
- Want 501(c)(3) tax-exempt status
- Seeking foundation grants (most require incorporation)
- Need liability protection for directors/officers
- Tax-deductible donations for donors
- Low formation cost ($26)
✅ When Charity Registration Required
- Soliciting charitable donations in West Virginia
- Not exempt as religious organization or small charity
- Operating as charitable organization (even if for-profit)
- Fundraising activities in West Virginia
- Must file with Charities Division separately from nonprofit formation
Specialized & Niche Entities
Cooperative Associations
📘 West Virginia Cooperative Law: Cooperative-specific provisions under Chapter 31
Used for agricultural co-ops, broadband/telecom co-ops, and other member-owned service providers.
Formation
| Requirement | Details |
|---|---|
| Filing | Articles of Incorporation for a Cooperative Association |
| Formation Fee | $100 + $1 online = $101 |
| Tax Registration | Must register with WV Tax Department |
| Annual Report | $25 (same as other entities) |
Use Cases
- Agricultural cooperatives
- Broadband/telecommunications co-ops (important for rural WV)
- Worker cooperatives
- Consumer cooperatives
- Producer marketing cooperatives
Public Corporations
📘 Public Corporation Definition:
A public corporation is a corporation formed by a county or municipal government for specific statutory purposes (e.g., economic development, public utilities).
Formation & Compliance
| Requirement | Details |
|---|---|
| Formation Authority | Formed by county or municipal government act |
| Examples | County/municipal development authorities, public service districts |
| Filing | May file Articles with SOS (depending on enabling statute) |
| Annual Report | Due June 30 (different deadline from other entities) |
Voluntary Associations
📘 Voluntary Association Law: Chapter 47, Article 9A
Group of individuals agreeing (often as volunteers) to conduct business for profit or nonprofit purposes, but not an “unincorporated nonprofit association.”
Formation
- File Application of Registration of Voluntary Association with SOS
- Include consent to WV law
- Internal affairs governed by agreement of association (filed if it exists)
- Less common structure; consult attorney before choosing
Business Trusts (Massachusetts Trusts)
📘 Business Trust Law: Chapter 47, Article 9A
“Business trust” (Massachusetts trust) = persons transacting business under a declaration of trust/association.
Formation
- File Application for Business Trust with SOS
- Include Declaration of Trust or Agreement of Trust
- Specialized structure for asset management and estate planning
- Less common in modern practice; LLCs have largely replaced business trusts
⚠️ Specialized Entity Considerations:
Voluntary associations and business trusts are niche/legacy structures in modern West Virginia practice. For most businesses:
- Choose LLC instead of business trust: LLCs provide better liability protection and simpler compliance
- Choose nonprofit corporation instead of unincorporated nonprofit: Incorporation provides liability shield and grants eligibility
- Consult attorney: These specialized forms have complex rules and limited use cases
Formation Process & Fee Summary
West Virginia Filing Fees Summary
| Service | Fee | Notes |
|---|---|---|
| LLC Articles of Organization | $100 + $1 online = $101 | Online via Business4WV portal |
| Corporation Articles of Incorporation | $100 + $1 online = $101 | For-profit corporation |
| Nonprofit Articles of Incorporation | $25 + $1 online = $26 | Lowest formation fee |
| Benefit Corporation | $100 + $1 online = $101 | Same as standard corporation |
| Professional Corporation/PLLC | $100 + $1 online + board fee (~$100) = ~$201 | Plus VOE form required |
| Cooperative Association | $100 + $1 online = $101 | For ag/broadband co-ops |
| Limited Partnership Certificate | $100 + $1 online = $101 | Cannot engage in banking/brokerage/insurance |
| LLP Statement of Registration | $250 + $1 online = $251 | Highest formation fee; $1M insurance required |
| Foreign For-Profit Corporation | $100 + $1 online = $101 | Certificate of Authority |
| Foreign LLC | $150 + $1 online = $151 | Register to do business in WV |
| Foreign LLP | $500 + $1 online = $501 | Highest foreign registration fee |
| Name Reservation | $15 | 120 days |
| Trade Name/DBA Registration | $25 | Annual registration |
| Certificate of Good Standing | $10 | Per certificate |
| Amendment/Correction | $25 | Amend formation documents |
| Change of Registered Agent | $15 | Update registered agent |
| Certified Copy | $15 | Per copy |
| Veteran Formation (Any Entity) | FREE (with DD214) | Filing fee waived |
Annual Report Fees
| Entity Type | Annual Report Fee | Veteran Benefits |
|---|---|---|
| LLC (domestic) | $25 + $1 online = $26 | First 4 reports FREE |
| Corporation (for-profit) | $25 + $1 online = $26 | First 4 reports FREE |
| Benefit Corporation | $25 + $1 online = $26 | First 4 reports FREE |
| Nonprofit Corporation | $25 + $1 online = $26 | First 4 reports FREE |
| Limited Partnership | $25 + $1 online = $26 | First 4 reports FREE |
| Limited Liability Partnership | $500 + $1 online = $501 | First 4 reports FREE |
| General Partnership | Not required | N/A |
Expedited Filing Options
| Expedite Option | Additional Fee | Processing Time |
|---|---|---|
| Standard Processing | None | Same-day filing date; pickup or mail next business day |
| 24-Hour Expedite | +$25 | Next business day |
| 2-Hour Expedite | +$250 | 2 hours |
| 1-Hour Expedite | +$500 | 1 hour |
Step-by-Step Formation: LLC Example
West Virginia LLC Formation Checklist
- Choose LLC name (must include LLC/L.L.C. and be distinguishable)
- Check name availability on WV Secretary of State website
- Optional: Reserve name ($15 for 120 days)
- Appoint registered agent (WV resident or entity authorized in WV; physical address required)
- Draft operating agreement (strongly recommended; not filed; WV has strong OA primacy)
- File Articles of Organization via Business4WV portal ($100 + $1 = $101, or FREE for veterans with DD214)
- Obtain Business Registration Certificate from WV Tax Department ($30 one-time)
- Obtain EIN from IRS (free, apply online at irs.gov)
- Open business bank account
- Register for WV taxes if applicable (sales tax, etc.)
- File annual report (due July 1 each year; $25 + $1 = $26, or first 4 FREE for veterans)
- Consider PTET election (5.75% pass-through entity tax for SALT optimization)
Business4WV One Stop Portal
✅ Business4WV – West Virginia’s Integrated Portal:
- Website: https://business4.wv.gov/
- Portal: https://onestop.wv.gov/B4WVPublic/
- Features: Online formation, annual reporting, business registration, tax registration, workforce registration
- Integration: Connected to WV Secretary of State, Tax Department, and Workforce WV
- Personal Filing Cabinet: Secure access to all business documents
- Real-time updates: Track filing status in real time
- Entity search: Free public search database at https://apps.wv.gov/sos/businessentitysearch/
Ongoing Compliance & Tax Considerations
Annual Compliance Requirements
| Entity Type | Annual Report Required? | Fee | Due Date |
|---|---|---|---|
| LLC (domestic) | ✅ Yes | $25 + $1 online = $26 | July 1 (file by June 30) |
| Corporation (for-profit) | ✅ Yes | $25 + $1 online = $26 | July 1 (file by June 30) |
| Benefit Corporation | ✅ Yes (SOS) + Benefit Report (published) | $25 + $1 online = $26 | July 1 (SOS report) |
| Nonprofit Corporation | ✅ Yes | $25 + $1 online = $26 | July 1 (file by June 30) |
| Limited Partnership | ✅ Yes | $25 + $1 online = $26 | July 1 (file by June 30) |
| Limited Liability Partnership | ✅ Yes | $500 + $1 online = $501 | July 1 (file by June 30) |
| Public Corporation | ✅ Yes | Varies | June 30 (different deadline) |
| General Partnership | ❌ No | N/A | N/A |
⚠️ Late Filing Penalty:
Annual reports filed after July 1 deadline incur a $75 late penalty in addition to the $25 filing fee.
West Virginia Tax Framework
Corporate Income Tax
| Tax Component | Details |
|---|---|
| Applicable Entities | All non-exempt corporations (domestic and foreign) engaging in business in WV |
| Tax Rate | 6.5% of West Virginia taxable income |
| Base | Federal taxable income with WV-specific adjustments |
| Estimated Payments | Required if WV taxable income exceeds $10,000 (quarterly on 15th of 4th, 6th, 9th, and 12th months) |
| Tax Year Deadline | 15th day of 4th month after tax year close (April 15 for calendar year) |
Franchise Tax
✅ West Virginia Franchise Tax ELIMINATED:
Effective January 1, 2015, West Virginia eliminated the business franchise tax, saving taxpayers over $500 million annually.
- Before 2015: Corporations paid franchise tax based on capital value
- After 2015: No franchise tax due
- Savings: Significant competitive advantage vs states like Delaware, California, etc.
Pass-Through Entity Tax (PTET)
| Tax Component | Details |
|---|---|
| Rate | 5.75% on entity-level income |
| Eligible Entities | LLCs, S-corps, partnerships electing to be taxed at entity level |
| SALT Deduction Workaround | Allows owners to deduct state income taxes as business expense, bypassing $10,000 federal SALT limitation |
| Owner Credit | Owners receive credit for PTET taxes paid on individual returns |
| Election | Annual, irrevocable once made for that year |
Sales Tax
| Tax Component | Details |
|---|---|
| State Sales Tax Rate | 6.0% |
| Average Combined Rate | 6.58% (state + local) |
| Who Must Register | All businesses selling tangible goods or certain taxable services in WV |
Personal Income Tax
- Rate: 3.0% – 6.5% (graduated based on income)
- Applies to: Sole proprietors, partners, LLC members, S-corp shareholders
Registered Agent Requirements
📘 West Virginia Registered Agent Requirements:
- Physical address: Must maintain physical street address in West Virginia (no PO boxes)
- Availability: Agent must be available during normal business hours
- Qualification: Must be West Virginia resident OR entity authorized to transact business in WV
- Change fee: $15 to change registered agent
- Commercial services: $49-$300/year from private providers
Other Ongoing Requirements
All West Virginia Entities Must:
- Maintain registered agent with physical WV address (where required)
- File annual reports by July 1 (where required)
- Keep internal records (operating agreements, bylaws, etc.)
- Comply with WV tax filings (corporate income tax, sales tax, etc.)
- Maintain separate bank accounts
- Update filings if name, RA, or address changes
- Obtain Business Registration Certificate ($30 one-time for LLCs)
Benefit Corporations Specifically Must:
- Prepare annual benefit report (not filed with SOS)
- Publish benefit report to shareholders and public
- Assess performance against third-party standard
- Directors consider stakeholder interests in decisions
- Maintain benefit corporation status in articles
WV Business Advantages Summary
✅ Why West Virginia for Business:
- No Franchise Tax: Eliminated 2015 – $500M+ annual savings statewide
- Low Formation Fees: $101 for most entities (nonprofit: $26)
- Low Annual Compliance: $25 annual reports (vs $300-$500 in many states)
- Veteran Benefits: FREE formation + first 4 annual reports
- PTET Available: 5.75% pass-through entity tax for SALT optimization
- Modern Statutes: MBCA-style corps, uniform LLC/partnership acts
- Benefit Corporation Option: Social enterprise framework (Chapter 31F)
- Business4WV Portal: Integrated one-stop filing system
- Low Property Taxes: 0.59% effective rate (about half US average)
- Business Incentives: HQ relocation credit, manufacturing investment credit, etc.
My Services – West Virginia Entity Formation
I handle West Virginia entity formations as an attorney-led service. You work directly with me—an experienced business attorney—through the entire process.
What’s included: State filing fees and a registered agent (state requirement) fee for one year. A company (LLC or Corporation) formed in one of the standard-fee states (DE, CA, WY, SC) at the base price. Formation in premium-fee states (TX, MA, NV, NY, IL, TN) is available with an additional fee to cover higher state costs.
Service Packages
Starter
$500
Best for: Single-owner businesses or simple partnerships using standard templates with basic information inserted.
| Delivery Time | 14 days |
| Number of Revisions | 0 |
Includes:
- EIN (Tax ID Number)
- Basic Bylaws/Operating Agreement
Standard
$750
Perfect for: Most businesses requiring customized founding documents with professional guidance on entity type, state selection, and taxation.
| Delivery Time | 5 days |
| Number of Revisions | 2 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 30min Consultation
Advanced
$850
Ideal for: Complex business structures requiring sophisticated legal frameworks, multiple owners, investors, or specialized provisions.
| Delivery Time | 3 days |
| Number of Revisions | 5 |
Includes:
- EIN (Tax ID Number)
- Customized Bylaws/Operating Agreement
- 1hr Consultation
- Advanced Corporate Structuring & Custom Drafting
(Ownership transfers, investor terms, multiple share classes, etc.)
West Virginia-Specific Add-On Services
| Service | Fee |
|---|---|
| Foreign LLC/Corp registration (Certificate of Authority) | $800 |
| S-corp election (Form 2553 preparation and filing) | Included in Standard/Advanced |
| PTET election (WV pass-through entity tax election for SALT optimization) | $400 |
| Benefit corporation formation (Articles + annual benefit report framework) | $1,200 |
| Professional corporation/PLLC setup (with VOE and licensing board coordination) | $1,500+ |
| Cooperative association formation (ag/broadband co-op structure) | $2,000+ |
| Registered agent service (annual) | $200/year |
| Annual report filing service | $150/year |
| WV Tax Department registration (Business Registration Certificate + sales tax) | $300 |
| Charitable organization registration (WV Charities Division) | $500 |
Why Work With Me?
- Attorney-led service: I personally handle your formation, not a paralegal or automated system
- West Virginia expertise: Deep knowledge of WV Code Chapters 31D, 31E, 31F, 31B, 47B framework
- Benefit corporation experience: Navigate Chapter 31F benefit corporation election and annual benefit reporting
- PLLC VOE coordination: Work with licensing boards to obtain Verification of Eligibility and insurance compliance
- Veteran benefit facilitation: Help qualifying veterans access FREE formation and annual report benefits
- PTET tax optimization: Guide through pass-through entity tax election for SALT deduction maximization
- Business4WV portal support: Navigate integrated one-stop filing system
- Fixed fees: No surprise bills; all packages are flat-fee with clear scope
- Long-term relationship: I’m here for amendments, compliance, and growth as you scale
Contact & Booking
Ready to form your West Virginia business entity? Let’s discuss your needs and determine the right structure.
📧 Email: owner@terms.law
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
📅 Schedule a call: Use the Calendly link below to book a 30-minute strategy session.
Ready to Form Your West Virginia Business?
Let’s discuss your entity structure, tax strategy, and West Virginia compliance roadmap.
Email Me: owner@terms.law Schedule a Call