West Virginia Foreign Registration / Form LLF-1
Form LLF-1, the West Virginia application for certificate of authority of an LLC
Form LLF-1 is the one filing a foreign LLC makes to register in West Virginia. It costs $150, goes in with a certificate of existence (good standing) from the home state, dated during the current tax year, and sets out 11 items by statute. We complete it for $199.
The form at a glance
- Name
- West Virginia Application for Certificate of Authority of Limited Liability Company
- Form number
- LLF-1
- Filing fee
- $150
- Statute
- W. Va. Code 31B-10-1002
- Home paper
- A certificate of existence (good standing) from the home state, dated during the current tax year
- Filed with
- West Virginia Secretary of State, Business & Licensing Division
- Signed by
- An individual member or manager with signature authority
What the statute makes the form say
The statute has the application set forth 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 is built from those eleven items and adds a county, a website line and a few questions for the state's own records.
Section one: the name and the home state
Give the LLC's exact name as registered in its home state, and the state or country of organization. A box on the form confirms that the certificate was obtained and submitted: a certificate of existence (good standing) from the home state, dated during the current tax year.
Section two: the name to use here
If the home name is available in West Virginia, the form uses it. If not, the company checks the DBA name box and follows the special instructions. 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. A company that does business under any name other than its registered name must register that trade name with the Secretary of State.
Sections three to five: type and offices
One question sorts the company into a regular LLC, a protected series LLC or a professional LLC. A professional LLC must also attach a verification of eligibility from its state licensing board, and without it the application is rejected. The principal office address and its county come next, then the address of the initial designated office, if any. The designated office need not be the principal place of business.
Section six: the agent for service of process
This section wants a name and an address for whoever will receive a summons or complaint. The instructions allow an individual resident of the state, a domestic corporation, another limited liability company, or a foreign corporation or foreign company. Our firm can serve if you want a West Virginia agent.
Sections seven to nine: contact and scale
The form asks for an email address where informational notices and reminders of annual filings may be sent, an optional website and whether the company runs more than one business in West Virginia. The email address is the one where annual report notices will be sent.
Sections ten and eleven: duration and management
An at-will company continues until it is voluntarily ended or administratively dissolved. A term company sets a period. The form lists the members of a member-managed company or the managers of a manager-managed one, with addresses, and rejects an application that leaves them out.
Section twelve: member liability
This question is about whether members answer personally for the company's debts under a provision like the statute's. The instructions say not to answer yes unless the members who would be liable have consented in writing.
Section thirteen: purpose
Describe what the company will do in West Virginia in a line or two. Filing the application alone does not qualify a company to do business in West Virginia, which also needs a business license from the Department of Tax and Revenue and any other license its work requires.
Sections fourteen to nineteen: the rest
The remaining questions cover a scrap metal dealer registration, optional provisions from the operating agreement, the number of attached pages, a requested effective date and whether the company is veteran-owned. The requested effective date cannot be earlier than the filing or later than 90 days after it.
Veteran-owned status
A veteran-owned company can have the registration fee waived by including a copy of Veterans Affairs Form DD214 with the application. The veteran must be honorably discharged or discharged under honorable conditions, and a publicly owned entity must be at least 51 percent owned by veterans.
Section twenty: signature
An individual member or manager with signature authority must sign and date the form, and an unsigned application is returned as incomplete. Listing a contact person and phone number is optional, though the instructions say it can help avoid a rejection.
Paying for the filing
The fee is $150. Add $15 for each certified copy. On paper, checks are payable to West Virginia Secretary of State, and file one original, and two if you want a filed-stamped copy returned to you.
Completing Form LLF-1
Enter the names
The home-state name, the state of organization and the name to use here.
Describe the company
Type of LLC, offices, agent, email address and duration.
List the managers or members
With addresses, as the form requires.
State the purpose
A line or two on the work done in West Virginia.
Sign and pay
An individual with signature authority signs; the fee is $150.
The customer order request
A separate page of the form, the customer order request, goes in with the filing. It lets the filer choose standard service or one of four faster options, and it asks how the filed document should come back: held for pick-up, emailed, by specialty carrier or by mail.
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.
Form LLF-1 questions
What is the form number?
LLF-1.
Who signs it?
An individual member or manager with signature authority.
Is a certified copy included?
No. Each one costs $15.
Can a future date be requested?
Yes, up to ninety days after filing.
Which name goes on the form?
The home name, or a forced DBA name with a resolution when the home name is unavailable here.
Is the fee waived for veterans?
Yes, with a copy of Form DD214 and a qualifying company.
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
Working in West Virginia?
Order now and the application is on file before another reporting season passes.