How to Dissolve an LLC in West Virginia | LLC Closing Guide


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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.

how-to-dissolve-west-virginia

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.

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.

Tax clearance

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. 

The IRS form for the LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.

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.

Mail to

Charleston Office
One-Stop Business Center
1615 Washington St. E.
Charleston, WV 25311

Clarksburg Office
North Central WV Business Center
200 W. Main St.
Clarksburg, WV 26301

Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin St.
Martinsburg, WV 25401

Online FIling: West Virginia Online LLC Dissolution

Filing Fee: $25


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.

Winding Up

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!

  1. 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. 
  2. 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.
  3. 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

Time needed: 5 minutes.

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.

  1. 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.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. 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

To dissolve an LLC in West Virginia you need to file the Articles of Termination with the West Virginia Secretary of State through mail, email, fax, in-person free or online by paying a filing fee of $25.

If you want to dissolve an LLC in West Virginia, you must follow certain steps. First, you must file an Article of Dissolution with the Secretary of State. This document states the official name of your business, its return address in case of questions, and its effective date. If you fail to follow these steps, you can be sued for the debts of the LLC.

You should also file annual reports with the State of West Virginia. If you are not able to file these reports on time, you will have to pay a delinquency fee of $100. You should make sure to contact all your business associates and inform them of the dissolution.

You should also gather all of your business debts and know which creditors you owe money. It is important to know which creditors are owed money because you could be held personally liable if you do not pay. Dissolving an LLC in West Virginia can take just a few days, depending on whether you file online or on paper. If you choose to file online, you can expect it to take two to three business days. If you file on paper, the process may take up to five to 10 days. You must also submit a certificate of compliance with the state’s requirements. This document is required every year by law, so filing an annual report is necessary if you want to avoid penalties.

In addition to annual reports, there are other filing requirements for LLCs. In West Virginia, LLCs must also file a Certificate of Good Standing or Existence with the state. This certificate is issued by the Secretary of State. This certificate will cost you about $10. There are several other filing requirements for an LLC in the state, so make sure you check these requirements before filing an LLC dissolution application.

Every LLC in West Virginia must have a registered agent. This person is required to accept legal papers for the LLC, and must be located in the state. This person can be an individual or a professional service. The registered agent must maintain a West Virginia address and be available during business hours.

Another requirement is the existence of an Employer Identification Number, which is assigned by the Secretary of State. Basically, an EIN is a business’s equivalent of a Social Security number. Having an EIN makes it easier to do certain functions for the business. An EIN is also necessary for West Virginia LLCs with more than one owner and employees.

In West Virginia, LLCs must file an Articles of Organization. These documents must distinguish the LLC from other business entities. If you fail to file these documents, your LLC cannot be legally recognized.

F.A.Qs

Is there any filing fee the LLC owner has to pay for dissolving their LLC?

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.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of West Virginia accepts the dissolution form.

Can someone else take the name I use for my LLC?

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.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

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.

Are there any fees for the probate judge who is taking the dissolution decisions?

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.

In Conclusion

Limited liability companies reduce owners’ personal liability. Having an LLC is quite cost-effective. However, if it is required to close down the business, then the dissolution process should be done legally. Get a professional service to get everything done. We hope this article helps you to close your LLC in West Virginia. If you have any query do let us know in the comment box. 

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