West Virginia foreign LLC registration: a certificate of authority for $150

The statute also carries a rule that points the other way: the ownership in this state of income-producing real property or tangible personal property, other than property the list excludes, constitutes transacting business. Anyone holding land, buildings or equipment in the state should read that sentence closely before deciding the company is exempt.

The statute has the application set out 11 things: the company name, its home state or country, the mailing address of its principal office, the name and address of each member with authority to sign, its initial designated office, its initial agent, its duration, whether it is manager-managed, whether members are liable for its debts, its purposes, and an email address for notices. The form adds the county of the principal office, and a requested effective date that falls no more than ninety days after filing.

The form has a box to check when the certificate has been obtained and submitted, and it says the certificate is to be dated during the current tax year. The certificate is requested from the Secretary of State of the home state. Our practice is to request the certificate at the last stage of preparation, so the date falls in the right year even for a filing made in the last days of December or the first of January.

If the home-state name is not available in West Virginia, the company registers a forced DBA name that includes a required LLC term, and attaches a resolution adopting it; the name is not accepted without the resolution. The name must contain limited liability company, limited company, L.L.C., LLC, L.C. or LC, with limited abbreviated Ltd. and company abbreviated Co.. A name can be reserved first in writing for $15, which holds it for 120 days.

West Virginia says every limited liability company, domestic and foreign, files an annual report and pays the filing fee. The fee is $25, due between January 1 and June 30 of each year following the calendar year in which the business was registered. The annual reports page warns that failure to file by the June 30 deadline may result in monetary penalties as well as administrative dissolution or revocation. More is on the annual report page.

The Secretary of State may revoke a certificate of authority for any of these reasons: failing to pay fees, taxes and penalties owed to the state; failing to deliver the annual or biennial report within 60 days after it is due; failing to file a statement of a change in the agent's name or business address; a material misrepresentation in a filed record; a revoked professional license that the company needs; or a default with the Bureau of Employment Programs. The statute counts the annual report as late for this purpose only after 60 days.

A foreign corporation pays $100, a nonprofit corporation $50, a limited partnership $150 and a limited liability partnership $500. A foreign corporation's application gives its name, home state or country, date of incorporation and period of duration, principal office mailing address, registered office and agent, current directors and officers, purposes and an email address. A foreign corporation delivers a certificate of existence or a document of similar import, duly authenticated by the Secretary of State or other official of the home state or country.

A company can file without us; the self-filing guide explains how. If not, the work passes to us: details, certificate, form and filing, for $199, with the state fee billed apart.