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
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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)
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)
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
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
📘 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)
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
$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.
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:
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.