West Virginia Foreign Registration / Process agent
The agent for service of process for a foreign LLC in West Virginia
A foreign LLC applying for authority in West Virginia can name an agent for service of process and an initial designated office, and changing either later costs $15. The registration that carries them costs $150.
What the statute asks
The application asks for the initial agent for service of process, if any, and for an initial designated office, if any.
Who can be the agent
The instructions list an individual resident of the state, a domestic corporation, another limited liability company, or a foreign corporation or foreign company. Our firm can serve, and so can anyone else who fits that list.
The designated office
The designated office need not be the principal place of business. A company with no West Virginia office can leave it blank, because the application asks for the address only if there is one.
Changing the agent or the office
The principal office address, the designated office and the agent can each be changed by filing an application to appoint or change address, agent or officers (Form AAO), for $15. Failing to file a statement of a change in the name or business address of the agent is a ground for revoking the certificate of authority.
When the company has no agent
A company without a certificate of authority is treated as having appointed the Secretary of State: a company that transacts business without a certificate of authority appoints the Secretary of State as its agent for service of process for claims arising out of that business. A company with a certificate that names an agent has chosen the person who receives the papers.
Agent and office are two entries
The application has separate fields for the designated office and the agent. They can be the same address or different ones, and the office does not have to be the company's principal place of business.
Changing agents
A new agent is entered with an application to appoint or change address, agent or officers, Form AAO, at $15. The form can also change the principal office address and the designated office.
The agent section of the form
The agent section of Form LLF-1 wants a name and a mailing point for whoever is to be handed a summons or complaint. It is optional, and the form allows an individual resident of the state, a domestic corporation, another limited liability company, or a foreign corporation or foreign company.
Agents and revocation
One ground for revoking a certificate is failing to file a statement of a change in the name or business address of the agent is a ground for revoking the certificate of authority. The other grounds are 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.
Costs together
Registering costs $150. Moving the agent, the designated office or the principal office later costs $15 on Form AAO, and the same form can change officers.
Corporations
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.
The report email
An email address where informational notices and reminders of annual filings may be sent. Keep it current, since the state sends notices there.
Naming us as agent
If the company chooses our firm, our address goes on the application as the place for service, and what we receive is passed to the contact the company gives us. A later change of agent is filed on Form AAO.
Failing to update
Failing to file a statement of a change in the name or business address of the agent is a ground for revoking the certificate of authority. The Secretary of State may revoke the certificate once that ground is established, in the manner the statute describes.
Agent questions
Is an agent required?
The application asks for an initial agent for service of process, if any.
Who may serve as the agent?
A resident individual, or one of the kinds of company the instructions list.
What does an agent change cost?
$15, filed on Form AAO.
What if the agent moves?
Failing to file a statement of change is a ground for revoking the certificate.
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
- W. Va. Code 31B-10-1002, application for certificate of authority
- W. Va. Code 31B-10-1006, revocation of certificate of authority
- W. Va. Code 31B-10-1008 and 1009, effect of failure to obtain a certificate of authority
- W. Va. Code 31D-15-1502 and 1503, foreign corporations
Working in West Virginia?
Order now and the application is on file before another reporting season passes.