How to Dissolve an LLC in West Virginia? (Simple Guide)
When business owners decide to close a limited liability company (LLC), there are specific steps that should be followed to legally dissolve the entity.
As part of a team of business consultants and legal advisors, I conducted in-depth research and analysis to provide you with a comprehensive guide on how to dissolve an LLC in West Virginia.
The article is backed with legal information and personal experience to ensure the content is credible.
Quick Summary
- To dissolve an LLC in West Virginia, consult your operating agreement and follow statutory requirements.
- Close all business and tax accounts and file the West Virginia LLC Articles of Dissolution.
- An LLC in West Virginia may be voluntary, administrative, and judicially dissolved.
Steps To Dissolve Your West Virginia Business
The steps to dissolve your LLC in West Virginia involve following your operating agreement, closing tax accounts and business permits, and then filing your articles of dissolution to the West Virginia Secretary of State.
You can find more detailed information on each step below.
Step 1: Follow Your West Virginia LLC Operating Agreement
You need to check your LLC operating agreement. It's a comprehensive guide you acquired when you started a Limited Liability Company as a business organization.
It covers the fundamental functions of an organization, including how to construct and manage the continued operation, as well as the process of dissolving it.
An LLC in West Virginia follows the standard dissolution process, which begins with a meeting among LLC members.
The majority of LLC members must agree to dissolve your Limited Liability Company to go into legal proceedings. The dissolution votes must be noted and recorded in the LLC's meeting minutes.
Once everyone has cast their votes, you may proceed to the following steps:
- Determine the formal date of dissolution
- Distributing remaining LLC assets among the stakeholders and members
- Notify creditors and settle any business debts
If your LLC's operating agreement does not include any dissolution processes, you can contact the West Virginia Secretary of State for more information.
Step 2: Close All Business and Tax Accounts
West Virginia LLCs are not required to acquire a tax clearance certificate before dissolving. However, your West Virginia Limited Liability Company should ensure that all LLC taxes in West Virginia have been settled before the effective date of dissolution. This will prevent your company from being subject to fines or penalties.
Common taxes in West Virginia LLC:
- Sales & Use Tax Accounts
- Employee Withholding Tax Accounts
- Unemployment Insurance Tax Accounts
- State Income Tax Accounts
- Local Tax Accounts
To close a business tax account, the company should settle all obligations and file a final tax return with the appropriate tax agency. Additional paperwork may be required to finalize the process.
Other taxes to consider:
- Federal Taxes
- Personal Income Taxes
- Franchise Taxes
Business Account Clearance
Dissolving an LLC in West Virginia also entails closing:
- All LLC bank accounts
- Canceling official business contracts
- Collecting final payments
- Withdrawing leases
- Terminating any business licenses in the state ascribed to your company
Step 3: File West Virginia LLC Articles of Dissolution
Once initial procedures are done, you can already file the West Virginia Articles of Dissolution with the West Virginia Secretary of State. The application form is available for request at the Secretary of State website [1].
For dissolving a domestic West Virginia LLC, it is necessary to navigate the Domestic LLC Articles of Dissolution webpage. In contrast, a foreign LLC should look for the corresponding platform.
Then, you have to download the pdf form of the article of dissolution you are looking for and fill in all the important and legal information in the form [2].
Once done, choose the mode of payment you want to use to pay the West Virginia LLC dissolution filing fee of $25.
Your West Virginia LLC will cease to exist after this form has been submitted and processed.
Reasons for West Virginia LLC Dissolution
The reasons for West Virginia LLC Dissolution may be voluntary or involuntary.
A business owner may voluntarily dissolve the LLC if they decided to sell the firm, retire, or just close it down for personal and/or professional reasons.
Some of the most common voluntary reasons for the dissolution of West Virginia LLC:
- The business is already completed.
- A project is terminated.
- Business is no longer viable.
- There is no profit to cover manufacturing expenses.
- Excessive business debt.
- The demands of the clients are unmet due to production problems.
If West Virginia LLC fails to follow statutory requirements and state laws during its course of operation, the company can be administratively or judicially dissolved [3].
Administrative dissolution is sanctioned by the West Virginia Secretary of State due to the following reasons:
- Non-payment of the franchise tax
- Failure to file West Virginia annual reports
- Absence of a registered agent
In this situation, the state protects your West Virginia business name for two years, and you will need to apply for reinstatement with the West Virginia Secretary of State.
Judicial dissolution is imposed by the West Virginia court due to:
- Illegal operations
- Committed fraud
- Lawsuits
What Is the Cost to Dissolve a West Virginia LLC?
It costs $25 to dissolve a West Virginia LLC which covers filing the Articles of Dissolution.
The West Virginia Secretary of State usually processes online submissions in 2-3 days while hardcopy filings in 5-10 business days.
If you want expedited processing, you can pay for one of many expediting options.
The cost of 24-hour service is $25, two-hour service is $250, and one-hour service is $500.
You may also dissolve your LLC yourself or hire a West Virginia registered agent to do it for you.
Before joining up for any service, make sure to examine the costs. Some services require a one-time price, while others require an annual fee.
Related Articles:
- How to Open an LLC in West Virginia
- Looking up an LLC in West Virginia
- West Virginia LLC Formation Services
FAQs
How Long Before Others Can Use Your West Virginia LLC Name?
Other entities can immediately use your West Virginia LLC name after the voluntary dissolution is finalized. However, if the company went through an administrative dissolution, the West Virginia Secretary of State allows a two-year timeframe before the name becomes available for use.
Do You Need a Tax Clearance Before Dissolving a West Virginia LLC?
You need a tax clearance before dissolving a West Virginia LLC. However, it won’t be necessary to file a Tax Clearance Certificate with the West Virginia Secretary of State.
Dissolving a West Virginia LLC
Like other West Virginia LLCs, dissolving your West Virginia LLC is not that complex.
We hope the steps provided in this article on how to dissolve an LLC in West Virginia help you understand the process, but it is always advisable to get expert advice.
To dissolve your West Virginia LLC effectively, we recommend IncFile to assist you in navigating the procedure and ensuring that all essential steps are performed.
References:
- https://onestop.wv.gov/b4wvpublic/default.aspx
- https://sos.wv.gov/FormSearch/Business/Limited-Liability-Company/llf-1.pdf
- https://www.wvlegislature.gov/wvcode/code.cfm?chap=31B&art=8
