How to Dissolve an LLC in West Virginia? (Simple Guide)

Delina Chantel Yasmeh
Published by Delina Chantel Yasmeh | Author
Last updated: June 20, 2024
FACT CHECKED by Lou Viveros, Growth & Transition Advisor
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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, follow the operating agreement, close all tax and business accounts, and file the Articles of Dissolution with the state.
  • The dissolution process includes settling all tax obligations with the Department of Revenue before filing the necessary dissolution documents.
  • The 20.0% business failure rate within the first year in West Virginia, according to Lending Tree, underscores the importance of understanding the dissolution process for LLCs to prepare business owners for all possible outcomes.
  • Having personally navigated the dissolution of an LLC in West Virginia, I've come to appreciate the meticulous planning and consensus-building it entails.


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

Two employees agreeing on the dissolve of an LLC in West Virginia

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

Two coworkers looking at a laptop

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

How Long Does It Take To Dissolve an LLC in West Virginia?

It takes 24-48 hours to process the Articles of Dissolution after filing. However, the entire dissolution process, including preliminary steps like settling debts and closing accounts, can take several weeks to a few months. The speed of the process also depends on how quickly the LLC can complete its final tax returns and obtain any necessary tax clearances.

How Much Does It Cost To Dissolve an LLC in West Virginia?

It costs $25 to dissolve an LLC in West Virginia. However, there may be additional costs depending on the specific circumstances of the LLC, such as professional fees for legal or accounting services, and any expenses related to settling the company's debts and obligations.

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.


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

About The Author

Author
Delina Chantel Yasmeh, J.D./Tax LL.M, specializes in Mergers and Acquisitions at Deloitte and PwC, managing billion-dollar transactions. Educated in Accountancy at California State University and holding advanced degrees from Loyola Law School, she is highly skilled in tax law. Delina also dedicates time to pro bono work for women and children.
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Growth & Transition Advisor
LJ Viveros has 40 years of experience in founding and scaling businesses, including a significant sale to Logitech. He has led Market Solutions LLC since 1999, focusing on strategic transitions for global brands. A graduate of Saint Mary’s College in Communications, LJ is also a distinguished Matsushita Executive alumnus.
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