West Virginia Foreign Registration / Cancelling
Cancelling or withdrawing a foreign LLC in West Virginia
A foreign LLC ends its West Virginia registration by filing a withdrawal application online. The state fee is $25 and the portal adds $1. Until a certificate of cancellation arrives, the company remains responsible for its taxes, assessments, fines, penalties and interest.
Withdrawal at a glance
- Filing
- Withdrawal application
- Where
- The West Virginia One Stop Business Portal
- State fee
- $25
- Online fee
- $1
- Total online
- $26
- Expedite
- Not available for corporation, association or trust withdrawals
The official instruction
The Secretary of State calls online filing through the One Stop Business Portal the fastest and easiest way to cancel or withdraw a foreign business. The page tells the filer to create a user account, log in and use the dashboard to cancel or withdraw the business.
The LLC notice on the form
The instructions on Form LLF-1 say that a foreign LLC can only be cancelled through formal action, not by a letter or a phone call, and remains liable for all taxes, assessments, fines, penalties and interest until it receives a certificate of cancellation. A company that simply stops working in West Virginia has therefore not left the registry, and the annual report requirement continues.
Corporations have more steps
For a corporation, a voluntary association or a business trust the process is longer: for corporations, voluntary associations and business trusts the Secretary of State requests written clearances from the State Tax Department, the Employer Coverage Unit (Workers Compensation) and the Department of Employment Security, which may take as long as two years before a Certificate of Withdrawal is mailed. A business is liable for all taxes, fees, penalties and interest until clearances are obtained.
Associations that are not LLCs
An unincorporated nonprofit association cannot file a cancellation or withdrawal online and follows separate instructions.
What continues after withdrawal
The statute provides that a company with no certificate appoints the Secretary of State as its agent for service of process for claims arising out of the business it transacted in the state. Claims that arose while the company worked here can therefore still be served.
Before filing
Check that the annual reports are current and that the company's agent information on file is correct. A company in default faces the revocation grounds listed on the penalty page, and a revoked certificate is a different outcome from a withdrawal.
The withdrawal in a sentence
Online, the LLC logs into the West Virginia One Stop Business Portal, opens the dashboard and chooses to cancel or withdraw the business, and pays $26 in state charges.
Records after withdrawal
Keep the certificate of cancellation with the company's papers. The form says that the company remains liable until it has it, so the document is the proof that the liability period has ended.
What to have ready
Before withdrawing, confirm the legal name as it appears on the registration, the date the company stopped working in West Virginia, and that the annual reports for the years since registration have been filed.
Staying against leaving
Staying registered costs $25 a year in reports. Withdrawing costs $25 plus the $1 online fee, $26 once, and the company stays liable for taxes, assessments, fines, penalties and interest until the certificate of cancellation arrives.
Withdrawal against revocation
Withdrawal is the company's own choice. Revocation is the state's, and it can follow 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. A revoked company stands where a company without a certificate stands.
The fees together
The state fee is $25 and the online fee is $1, $26 in all. Our charge is a separate line from the state's.
How the order works with us
You tell us the company is leaving and confirm its details. We prepare the online filing, submit it with the fee and send you the confirmation. Our charge is $199, and the state fees are billed apart.
Cancelling a foreign LLC in West Virginia
Confirm the reports are filed
The annual report for each year is on record.
Log in to the portal
Create a user account if the company has none.
Open the withdrawal application
From the dashboard, choose cancel or withdraw.
Pay
$25 plus $1.
Keep the certificate of cancellation
It marks the end of the registration.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Withdrawal questions
How much does it cost?
$25, plus $1 for filing online.
Can I just stop filing reports?
No. The form says an LLC can be cancelled only through formal action, and it stays liable until then.
Is there a paper route?
Online is the state's fastest route. Unincorporated nonprofit associations follow separate paper instructions.
Does the state check taxes first?
For corporations, voluntary associations and business trusts it requests clearances from other agencies.
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
- West Virginia SOS, cancel or withdraw an out-of-state business
- W. Va. Code 31B-10-1008 and 1009, effect of failure to obtain a certificate of authority
- W. Va. Code 31B-10-1006, revocation of certificate of authority
Working in West Virginia?
Order now and the application is on file before another reporting season passes.