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

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6 Steps To Dissolve an LLC in West Virginia

The steps to dissolve your LLC in West Virginia involve voting for the dissolution, closing tax accounts, 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: Vote to Dissolve the LLC

You need to check your LLC operating agreement to understand the voting process of dissolving the entity.

An LLC in West Virginia follows the standard dissolution process, which begins with a meeting and voting 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.

During our dissolution, once everyone had cast their votes, we proceeded to determine the formal date of dissolution.

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: Notify Creditors About Your LLC's Dissolution

In West Virginia, notifying creditors is a mandatory step in the LLC dissolution process. This involves sending a written notice to all known creditors, informing them of the LLC's dissolution.

The notice should include a deadline for submitting claims, which cannot be less than 120 days from the date of the notice. It's also advisable to publish a notice in a local newspaper to reach any unknown creditors.

This step helps limit liability and ensures that all creditors have a chance to present their claims before the LLC is fully dissolved.

Step 3: File Final Tax Returns and Obtain Tax Clearance

Filing final tax returns involves submitting the federal and state LLC taxes, marking them as 'final'.

For state taxes, you'll need to settle any outstanding obligations with the West Virginia State Tax Department.

In our case we had to clear any sales tax, employer taxes, and any other relevant state taxes.

While West Virginia does not require a tax clearance certificate for dissolution, it's important to ensure all state taxes are paid.

Once all tax liabilities are cleared, your LLC can proceed with the dissolution process.

Step 4: File Articles or Certificate 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]. We filed our documents online on the SOS portal and they were processed after 24 hours.

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.

Step 5: Distribute Assets

After settling all debts and obligations, the next step is to distribute the remaining assets of the LLC among its members.

Given that small businesses, which represent 98.8 percent of all businesses in West Virginia as per the 2023 US Small Business Administration stats, are often family-owned or closely held, this step ensures that the assets of these 109,300 entities are equitably distributed among those who have invested their time, money, and effort [3].

In West Virginia, this should be done according to the provisions in the LLC’s operating agreement; in our case, we shared assets based on ownership stakes.

"If the operating agreement does not specify a method of distribution, the assets should be distributed equally among the members or according to their percentage of ownership."

-Jon Morgan, Co-Editor & Co-Founder of Venture Smarter

This step is crucial to ensure that all members receive their fair share of the LLC's remaining assets.

Step 6: Close All Business and Tax Accounts

The final step in dissolving an LLC in West Virginia involves closing all business accounts and canceling any licenses or permits. This includes shutting down all LLC business bank accounts, credit lines, and merchant accounts.

In our case, we canceled any business licenses, permits, or registrations that the LLC held with state and local government agencies.

This step is essential to avoid ongoing fees or legal obligations associated with the business and to formally conclude all business activities of the LLC in West Virginia.

FAQs

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References:

1. https://onestop.wv.gov/b4wvpublic/default.aspx
2. https://sos.wv.gov/FormSearch/Business/Limited-Liability-Company/llf-1.pdf
3. https://advocacy.sba.gov/wp-content/uploads/2023/11/2023-Small-Business-Economic-Profile-WV.pdf