West Virginia Foreign Registration / Delaware-formed
A Delaware LLC applying for authority in West Virginia
For a Delaware LLC the opening bill is $150 to West Virginia on Form LLF-1 and $50 to Delaware for the certificate, $200 in all. The first West Virginia report takes the total to $225, while Delaware's $400 annual tax runs on a calendar of its own.
Delaware and West Virginia side by side
| Point | Delaware (home) | West Virginia |
|---|---|---|
| Certificate | $50 | Dated in the current tax year |
| Registration | Nothing, because Delaware formed it | $150 |
| Yearly | $400 tax, due June 1 | $25 report, due June 30 |
| Agent | A Delaware agent | An agent for service of process, if named |
What goes on Form LLF-1 for a Delaware company
Write the exact Delaware name on the first line and Delaware as the state of organization. Give the address the company is really run from as its principal office, together with the county. Name the members, or the managers if the company is manager-managed, who have authority to sign, and describe the company's purpose in a line.
Principal office, not registered office
A Delaware LLC has a Delaware address on its home record. West Virginia asks for the mailing address of the principal office and its county, so give the address from which the company is actually run.
The Delaware paper
Delaware prices its certificate of good standing at $50. West Virginia asks for a certificate of existence (good standing) from the home state, dated during the current tax year. Delaware certificates carry their issue date, so a certificate bought in December and filed after New Year may fall in the wrong tax year. Buy it close to the day of filing.
Two deadlines, two states
Delaware collects its $400 tax on June 1 and adds $200 for lateness. West Virginia's report is $25, in a window that runs between January 1 and June 30 of each year following the calendar year in which the business was registered. Meeting one deadline does nothing for the other.
Five years of Delaware and West Virginia fees
Count five years and West Virginia's side is $325: one registration, one Delaware certificate and five reports. Delaware's own tax over the same years is $2,000, bringing the combined figure to $2,325.
Case: a software company with an office in Charleston
A one-member Delaware LLC that sells software opens a Charleston office. It spends $50 on the Delaware certificate and $150 on the filing. Within the first twelve months it also pays $25 for the West Virginia report and $400 of Delaware tax, so year one adds up to $625.
A resident employee
The statute lists applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign limited liability company in another state. If that employee is the company's only link to West Virginia, a lawyer should confirm the position, and the $25 exemption may fit better than registration.
If the Delaware name is already taken here
If another company already holds the name in West Virginia, the form uses a forced DBA name. 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.
Veteran ownership in a Delaware company
A Delaware LLC with veteran owners can claim the West Virginia waiver by attaching Form DD214 to the application, subject to the ownership test. The waiver does not reach Delaware's $50 certificate or Delaware's $400 annual tax.
Using the exemption
A Delaware LLC whose West Virginia footprint is a bank account, sales by independent contractors or orders accepted back in Delaware may fit the statute's list and can apply for Form LLF-2, Application for Exemption from Certificate of Authority of a Limited Liability Company at $25. Delaware's tax and certificate still apply either way.
The certificate on the form
Check the box in section one of the form to show the certificate was obtained, and attach it to the application. A Delaware certificate dated in the current tax year satisfies the rule on the day of filing.
Delaware agents and West Virginia agents
The Delaware agent covers Delaware. West Virginia asks, if the company wants one, for an agent for service of process in West Virginia.
Ending the registration
When the company stops working in West Virginia it files the withdrawal application, described on the cancellation page. Delaware has its own process for dissolving the company, and that process is unrelated.
From Delaware to a West Virginia certificate
Decide on an agent
Name one on the form if you want one.
Check the name here
Plan a forced DBA name in case the Delaware name is taken.
Order the Delaware certificate at the end
Delaware charges $50 for it.
File Form LLF-1
Pay $150 with it.
Delaware LLC questions
Does West Virginia accept a Delaware good standing certificate?
Yes, when it is dated during the current tax year.
How much does Delaware ask for its certificate?
$50.
Does Delaware's tax change if the LLC registers here?
No. It is owed whether or not the LLC registers here.
Which name goes on the form?
The Delaware name, unless it is unavailable in West Virginia.
What you pay
Get authority in West Virginia
West Virginia$199
+ $150 state fee
- Form LLF-1 prepared from your questionnaire answers
- A home-state good standing certificate dated in the current tax year
- A West Virginia agent for service of process, ours or your choice
- The filed certificate of authority, passed on to you
- Renewal: after the first year, the agent service renews at $149 a year
$150 is the Secretary of State's fee for an LLC. Veteran-owned companies can have it waived, and an exemption application costs $25. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- West Virginia SOS, register an out-of-state (foreign) business
- Form LLF-1 and instructions, application for certificate of authority of a limited liability company
- West Virginia SOS, fee schedule for services and registration
- West Virginia SOS, annual reports
- W. Va. Code 31B-10-1003, activities not constituting transacting business
- Form LLF-2, application for exemption from certificate of authority of a limited liability company
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- W. Va. Code 31B-10-1002, application for certificate of authority
- West Virginia SOS, cancel or withdraw an out-of-state business
Working in West Virginia?
Order now and the application is on file before another reporting season passes.