Find out how to qualify your LLC to conduct business in West Virginia.
If you own a company that was founded in a state other than West Virginia, you must qualify or register it in West Virginia in order to conduct business there. The requirements for qualifying your international (non-West Virginia) limited liability corporation (LLC) to conduct business in West Virginia are summarized below.
What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in West Virginia. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
West Virginia Business Transactions
If you are “transacting business” in West Virginia, you must register your foreign company with the state, according to West Virginia’s LLC Act. What exactly does this mean? As with other states, West Virginia’s LLC Act does not define “transacting business” in respect to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
West Virginia’s LLC Act, like other states’, outlines specific actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts creating or acquiring indebtedness, mortgages, or security
Check Section 31B-10-1003 of the West Virginia Code for a complete legal definition of each of the listed things. If your LLC’s only operation in West Virginia is one or more of the activities mentioned above, you should not be required to register with the state.
Authority Certificate
You must submit an Application for Certificate of Authority with the West Virginia Secretary of State to register your company in West Virginia (SOS). The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state. More precisely, for a West Virginia registration application, you must provide:
If necessary, the name of your LLC as registered in the state in which it was formed, as well as the separate name your LLC will use for business in West Virginia (known as a trade name or DBA, this is necessary if the original name of your LLC or something very similar is already being used by a West Virginia registered business, or if the original name does not contain required words such as “Limited Liability Company” or a required abbreviation such as “LLC”)
the state in which your LLC was formed
If your LLC is a professional LLC, you will get a notification. a description of the profession involved
the street address of your LLC’s principal office, including the county if different, the mailing address of your LLC’s principal office, the street address of your LLC’s initial designated office in West Virginia, if any, including the county if different, the mailing address of your LLC’s designated office in West Virginia, if any, the name and street address of your LLC’s registered agent in West Virginia, if any, optionally, the name and street address of your LLC’s registered agent in West Virginia, a declaration that you own or run more than one company in West Virginia
the length of your LLC (either an at-will company or a term company for a set number of years)
a declaration indicating whether your LLC is administered by members or by managers
all members’ or supervisors’ names and addresses
an indicator of whether one or more LLC members are personally accountable for the company’s debts, responsibilities, and liabilities (for example, due to a condition in the articles of formation or the member’s signed agreement)
The objective of your LLC’s formation indicates if the LLC is a scrap metal trader (scrap metal dealers must submit additional documentation)
an application’s effective date (which may be the date of filing)
a statement indicating whether the LLC is “veteran-owned” under West Virginia law (if so, a federal Veteran Affairs Form DD214 must be attached), an indication of whether one or more LLC members are liable for the company’s debts or obligations (for example, due to a provision in the LLC’s articles of organization or the member’s written consent), and an authorized signature.
With your application, you must provide an original Certificate of Existence, Certificate of Good Standing, or comparable document. The certificate must be issued by the secretary of state of your LLC’s home state and must be dated within the current tax year. If you have a professional LLC, you will almost certainly need to provide a letter of permission or approval from the relevant state licensing body.
The paper application also includes spaces for you to include your email address, website URL, and the amount of extra pages you will be submitting with the application, if any. The printable form includes step-by-step instructions.
You may send in one original or a second copy if you want one stamped and returned to you. You may also file electronically. The price for filing is $150.
What Happens If You Do Not Sign Up?
If your LLC does business in West Virginia without authorization, it cannot file a lawsuit there. However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in West Virginia. Furthermore, the restrictions on LLC members’ personal responsibility are not eliminated just because the corporation conducted business in West Virginia without a certificate of authority.
Forming a Foreign Corporation
The regulations and standards for international qualifying in West Virginia are identical whether your company is structured as a corporation rather than an LLC. However, you will need to utilize a separate application form. See the West Virginia Secretary of State.