To dissolve a limited liability company one has to take up a set of required steps. In West Virginia, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in West Virginia, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.
If you have a West Virginia LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of West Virginia LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving West Virginia LLC.
On this page, you’ll learn about the following:
- How to Dissolve an LLC in West Virginia
- After Dissolving Your LLC
- Reasons Behind Dissolving West Virginia LLC
- West Virginia LLC Dissolution Review
How to Dissolve an LLC in West Virginia
Dissolution of West Virginia LLC requires three broad procedural steps. Having a West Virginia LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the West Virginia Secretary of State.
Step 1: Follow Your West Virginia LLC Operating Agreement
When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-
First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.
- All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
- After that, a formal date for dissolving the LLC will be decided.
- The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
- Finally, the creditors of the business are notified, and the debts of the business are settled.
This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.
Get a Professional Agent Service
When it comes to a limited liability company dissolution, it is important to get professional help. West Virginia registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.
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Step 2: Close All Tax Accounts
Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them.
You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.
Some of the common taxes that limited liability companies have to pay are:
- Unemployment insurance tax
- Employee withholding tax if your LLC has employees.
- If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.
Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.
That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.
While dissolving the West Virginia LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form.
Step 3: File Articles of Dissolution
There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like a West Virginia Articles of Organization, one has to file West Virginia LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.
- First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of West Virginia state.
- You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
- In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
- If you want to dissolve West Virginia Foreign LLC then look for the Foreign LLC Dissolution process.
- There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
- You must fill in all the important and legal information in the form, so you should be extra careful.
- After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
- After filling in every detail, one should submit the form through an official mail address and make a payment.
- It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.
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Online FIling: West Virginia Online LLC Dissolution
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The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.
Points to Be Noted When Dissolving West Virginia LLC
Apart from these three steps, no major dissolution rules are there in West Virginia. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.
There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.
- For a certain period, the property of a business requires preservation.
- If there is any civil case against the LLC, then the owner needs to finish them.
- Settle all the existing disputes of LLC.
- Transfer all the property of LLC to the names of partners.
- Release all the liabilities that the LLC owes to others.
- Rightful distribution of all the assets among members, according to their percentage of partnerships.
Cost of Dissolving LLC
LLC cost in West Virginia includes the formation as well as dissolution fees. To dissolve an LLC in West Virginia, LLCs have to file an Article of Dissolution. The filing fee is $25. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,
- You can select a payment pick-up option.
- There is an option of direct account transfer through your prepaid accounts.
- LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.
After Dissolving Your LLC
After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your West Virginia LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in West Virginia. A registered agent can help you do the needful.
Reasons Behind Dissolving West Virginia LLC
Dissolving a business is something that needs our whole attention. Because if something goes wrong, the company won’t be deemed dissolved. So that is why we always say if you want to dissolve an LLC in West Virginia, you better keep up with the guidelines. Because if you don’t go according to the government, you can face severe consequences for that. Here are the consequences of not going according to the government,
- If the company is still under the name of operative companies, it will have to pay the dues, i.e., taxes.
- The government can make the company go for dissolution.
- There can be lawsuits against the company due to this.
- The creditors can still ask for the money that is due to them.
- The assets can lose their value in the market at all.
Top Businesses in West Virginia!
The economy of the state is the one that has a lot to provide to the population. With the help of this nature of the economy, it is best to start an LLC in West Virginia too. There are a lot of things that we need to learn to make a business the best one. The first thing is getting all possible knowledge about it. Here, we have arranged that already for you!
- Government enterprises: This sector includes public schools as well as hospitals. The sector allows the people to get what they need and without worrying about the higher costs. It is the primary reason every state has these enterprises for the general public. But still, the sector has provided a significant amount of $10.63 billion to the GDP too.
- Mining: If we talk about this sector, then it is the main sector of West Virginia. If we depict the sector’s importance, then around 75% of the income from the mining sector comes from deriving coal. Rest comes from petroleum, crushed stone, sand, silt, and gravel. With all these, the sector also represents the GDP by $9.33 billion.
- Manufacturing: Can we ever thrive without the manufacturing sector? No, we cannot as it is the main sector that adds importance to many raw products. It also adds meaning to the GDP by $7.25 billion. The main manufacturing product of the state is chemicals. There are others too, and they are some primary metals like tin plate, structural steel, etc.
West Virginia LLC Dissolution Review
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Here’s a recap of the steps you must follow when dissolving your West Virginia LLC. Click on the steps in this list if you want to read the full detail.
- Follow Your West Virginia LLC Operating Agreement
Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.
- Close All Tax Accounts
Make sure you close all your tax accounts to avoid incurring further costs.
- File Articles of Dissolution
File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.
What is the Cost to Dissolve an LLC in West Virginia
When you decide to dissolve your LLC, you need to pay taxes, file a dissolution application with the Secretary of State, and pay for the past year’s annual reports. The filing fee is around $25. The dissolution process also takes a few days, but you can expedite it for an extra fee. The process is relatively simple, but you should carefully consider whether it is right for your business.
The costs of dissolving an LLC in West Virginia vary. You will have to pay taxes, file dissolution papers, and settle any civil suits. Additionally, you may need to pay reinstatement fees, depending on the type of dissolution you’re going through. You’ll need to file Articles of Termination, which is a document that will be required by the state. You’ll also need to file a final return, which will inform the IRS that your LLC has been dissolved.
The cost of dissolving an LLC in West Virginia varies. There are many factors that determine the amount. If you’re a sole proprietor, you’ll have to pay the state’s dissolution fee. You’ll have to pay taxes, file the dissolution documents, settle any civil cases, and transfer any remaining property to the partners. Re-filing a dissolution can be costly and it’s important to understand the costs.
Yes, in West Virginia, there is a fee of $25 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the West Virginia SOS.
No, there is no requirement of revenue department clearance till the time the SOS of West Virginia accepts the dissolution form.
The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.
If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.
Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.