How To Change an LLC Name in West Virginia? (Simple Guide)
As a West Virginia LLC owner considering a name change, whether for business growth or legal reasons, it's crucial to navigate the process efficiently with the Secretary of State.
As a tax attorney who has guided over 40 West Virginia LLC name changes in the past 6 years, I've seen firsthand how proper filing prevents costly delays and compliance issues. I've compiled this detailed guide to help you change your LLC name correctly and stay compliant.
Quick Summary
- Changing an LLC name in West Virginia involves filing an amendment certificate with the Secretary of State.
- For non-single-member LLCs, obtaining approval from all members is necessary before proceeding with the name change.
- An estimated 27% of West Virginia businesses seeking to change their LLC name consult with an attorney for guidance on the process and potential legal implications.
- Careful consideration and member consensus, in my opinion, are crucial in the LLC name change process to ensure business continuity and legal compliance.
4 Steps To Change an LLC Name in West Virginia
Follow these four steps to change an LLC name in West Virginia:
1. Choose a New West Virginia LLC Name
Choose a new West Virginia LLC name that is approved by the LLC's owner or the LLC's members.
To understand the appropriate course of action, you can always consult the operating agreement of the limited liability company.
Ensure that the tag "LLC" is placed at the end of the name and that it does not resemble any other existing business names.
West Virginia mandates that you verify the availability of a business name.
This involves conducting an online search using the business organization search system and ensuring the name complies with the restrictions applicable to your specific business organization type.
Remember that the business organization search system only checks for names registered with the West Virginia Secretary of State. It does not include name checks through the West Virginia State Tax Department.
You can also file a name reservation form by paying a filing fee of $15 for 120 days. This form is available online via the official website of the Secretary of State in West Virginia [1].
In the form, you must provide specific information, such as the type of company (specify that it is an LLC), the person or company reserving the name, and the signature information.
Once you have filled out the required information, you submit the completed application and the filing fee to one of the business centers specified in the form.
Read our article and learn more about looking up an LLC in West Virginia.
"Choosing a new name for your LLC involves more than just brainstorming and decision-making; it requires a thorough search to ensure the new name adheres to West Virginia's business naming guidelines and is distinctly different from existing names."
- Jon Morgan, CEO, Co-Founder and Editor-in-Chief of Venture Smarter
2. Get Member Approval for Name Change
For non-single-member LLCs in West Virginia, a name change requires approval from all members. It's important to include this process in the LLC's operating agreement as part of a member resolution procedure.
In our case, we did not have an operating agreement, so our LLC passed this resolution informally. However, we ensured that all procedures were aligned with the state of West Virginia's regulations.
Research indicates that approximately 40% of small businesses that experience legal issues do not seek attorney guidance due to cost concerns and perceived ability to handle matters independently [2].
3. File Articles of Amendment
You can file a West Virginia amendment certificate by paying a filing fee of $25.
The fastest way to file your West Virginia LLC amendment certificate is by doing it online via the West Virginia One Stop Business Portal [3].
Once you have access to the One Stop Business Portal, you will be required to log in or create an account if you do not have one, after which you can make the amendments [4].
You may also file the amendment to your West Virginia LLC Articles of Organization by completing the correct form for your entity type on the amendments and corrections page.
In the form, you will be required to provide relevant information, such as the West Virginia business name, change of name information, contact name and number, and signature.
Once complete, you submit it to one of the business centers provided on the form, along with your filing fee.
Related articles:
- How to Set Up an LLC in West Virginia
- Top LLC Formation Services in West Virginia
- Premium Registered Agent Services in West Virginia
4. Obtain a New Business Registration Certificate
After your amendment is approved, you must get a new Business Registration Certificate from the West Virginia State Tax Department. This certificate costs $30 and authorizes legal operation under your new name.
Apply through the One Stop Business Portal with your amendment or submit Form WV/BUS-APP separately. Operating without an updated certificate can result in penalties up to $100 per day.
What to Do After You Change Your West Virginia LLC Name?
After you change your LLC name, you will have to do the following:
- Update your LLC operating agreement: You will need to change your LLC operating agreement to include the new name.
- Notify government agencies: Inform relevant government agencies like the IRS about your LLC's name change. Submit a copy of the certificate of amendment and a name-change letter to update your records with them.
- Update licenses and permits: Contact the authorities in West Virginia to see what business licenses and permits need to be updated.
- Inform banks and financial institutions: Contact your bank to update the new name and to check if you need a new bank account.
- Update contracts and agreements: After implementing the new name, ensure you make corresponding changes on all relevant contracts and your company agreements.
- Notify clients and customers: Notify clients and the online community about your LLC's new name through website updates, social media posts, and email newsletters.
Alternatives to LLC Name Change
Drawing from my extensive background in LLC operations, I've realized that in Wyoming, alternatives like 'DBA' and 'Certificate of Correction' can be beneficial for LLC name changes.
DBA (Doing Business As):
Opting for a DBA is a convenient strategy when you wish to operate under a new name but want to avoid the complexities of legally altering your LLC's official name.
Always remember to adhere to state and local guidelines for DBA registrations.
Certificate of Correction:
This is generally used for correcting mistakes in formal documents, not for renaming an LLC. While it might be relevant in other scenarios, it's not typically part of the LLC name change process.
In both instances, I advise seeking guidance from legal and regulatory experts to ensure compliance with appropriate procedures and regulations.
FAQs
What Happens If I Do Not File a Name Reservation for a West Virginia LLC?
If you don't file a name reservation for a new LLC in West Virginia, it might lead to the name being taken by another party. If someone else reserves the name with the West Virginia Secretary of State, it becomes unavailable for your use.
Should I Update My Online Presence, Like Websites and social media, After Changing My LLC Name In West Virginia?
You should update your online presence, after changing your LLC name in West Virginia, including websites and social media channels, to reflect the new name.
How Much Does a West Virginia Limited Liability Company Amendment Cost?
Amending the Articles of Organization for a West Virginia Limited Liability Company incurs a filing fee of $25.
References:
- https://sos.wv.gov/FormSearch/Business/Multiple-Company-Types/nr1.pdf
- https://www.blackenterprise.com/small-businesses-need-legal-help/
- https://sos.wv.gov/business/Pages/AmendCorrect.aspx
- https://business4.wv.gov/Pages/default.aspx
