How to Dissolve an LLC in West Virginia – LLC Cancellation 2024 (original) (raw)

dissolve an LLC

Dissolving a business often involves complex procedures. However, for a limited liability company in West Virginia, dissolving it takes a handful of paperwork. When an LLC is formed in West Virginia, the owner(s) draft the operating agreement. If the owner(s) decide to dissolve the business, the dissolution takes place following the articles mentioned in the operating agreement.

In this article, LLCBuddy editors shared the ins and outs of dissolving an LLC in West Virginia. LLCs must file the Articles of Dissolution with the West Virginia Secretary of State like the formation certificate was filed at the time of forming an LLC in West Virginia. It takes a few days to process and a handful of fees to be paid to the SOS. Many people hire a professional service to do the paperwork to process it hassle-free.

How to Dissolve an LLC in West Virginia

At the time of forming an LLC, an operating agreement draft must be written. Generally, the process of dissolution takes place following the operating agreement (read: West Virginia LLC operating agreement). Before the dissolution process, there are a few things to consider in the LLC.

First, make sure all the members of the LLC agree 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.

Dissolution of West Virginia LLC requires three broad procedural steps. Having a West Virginia LLC Operating Agreement, closing all the tax accounts, and finally submitting the Articles of Dissolution form to the West Virginia Secretary of State.

Step 1: Follow the LLC Operating Agreement in West Virginia

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 in West Virginia.

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 in West Virginia that we strongly recommend for you.

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	4.5/5 $0 + State Fees	100% accuracy guarantee Worry-free service Great customer support	Learn More
	4/5 $0 + State Fees	Free LLC Formation Affordable Add-on services Other business solutions	Learn More

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 accounts, 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 by the date you have decided to dissolve. All the taxes must be paid in advance so that you don’t face any issues in the 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.

Tax clearance

While dissolving the West Virginia LLC, the owner is not required 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 LLCs that are classified as partnerships is Form 1065, and those LLCs who have registered themselves as corporate should check IRS Form 1120.

BOI Reporting

If you’re going to dissolve your LLC this year, make sure to update your BOI reporting. From January 1, 2024, the Financial Crimes Enforcement Network (FinCEN) implied a rule to all businesses, including LLCs in West Virginia to file the BOI Report. The Beneficial Ownership Information (BOI) in West Virginia is a report that states about in and out of the company. This report must be up-to-date and submitted to the FinCEN before you proceed to the dissolution.

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 Organization. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

articles of organization

First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as filing by mail, in-person drop, or/and online filing.
You can follow the filing instructions on the official portal so that the steps for dissolution will be easier to complete.
For offline filing, LLCs must download the form and submit it to the West Virginia Secretary of State physical office along with the state filing fee.
If you want to dissolve West Virginia Foreign LLC then look for the Foreign LLC Dissolution process.
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.

Filing	Forms and Details
Online Applications	Log in to SOS
Offline Applications	Not Applicable
SOS Contact (if offline application is available)	Eastern Panhandle Business Center, 229 E. Martin St., Martinsburg, WV 25401
Filing Time	24 working hours to 48 working hours
Filing Fee	$25

The LLC you own 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 whether he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving an LLC in West Virginia

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

Some purposes of LLC 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 the 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 costs in West Virginia include 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 in the articles of dissolution filing form. Following are the ways to pay for the dissolution,

You can select a payment pick-up option.
There is an option for 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 the state will make.

After Dissolving Your LLC

After you dissolve an LLC in West Virginia, you can reinstate or revive the same within a given time. In West Virginia, the LLC name will be available up to 2 years. After this, the name will be available to other LLCs. Besides, you might revive or reinstate the LLC in West Virginia if that is available. According to the West Virginia SOS, you can revive your LLC within 2 years.

Reasons Behind Dissolving an LLC in West Virginia

People always think they can leave the company without any notice and there will be no issue. But if you have an LLC that you created with a legal obligation, it needs to be ended that way. Yes, if someone will dissolve an LLC in West Virginia, they will have to do it while taking care of the government. For dissolving the company, there is always a reason. The reason can be voluntary or involuntary too. Let’s get to know about the involuntary reasons,

If the company was caught doing illegal business.
If the company’s member died due to some reason or went bankrupt.
The dissolution will be mandatory if the assets of the business are used unwisely.
If the time being of the company was already determined in the will, then the company will go into dissolution at that time.

Top Businesses in West Virginia

With the population of 1,775,932, West Virginia is one of the favorable places to start an LLC. According to several reports, starting an LLC for Energy Business can be profitable as various places in the state showed steady growth in this business over the past few years. On the other side, based on the city or region you’re going to start your LLC, you can decide the type of business to start. Following are the top 5 businesses you can start in West Virginia.

Energy Business
Tourism Business
Information Technology
Wood Products Manufacturing Business
Car Repair Shop

West Virginia LLC Dissolution Review – A Quick Recap

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 details.

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.
Close All Tax Accounts: Make sure you close all your tax accounts to avoid incurring further costs.
File Articles of Organization: File the article of dissolution to make it known to the state where your LLC operates that you are indeed no longer in business.

FAQs

How do I dissolve an LLC in West Virginia?

To dissolve an LLC in West Virginia, you must file Articles of Dissolution with the Secretary of State.

What information is required on the Articles of Dissolution in West Virginia?

The information required on the Articles of Dissolution in West Virginia includes the name of the LLC, the date of filing, and a statement that the dissolution was approved by the members.

Can I voluntarily dissolve an LLC in West Virginia?

Yes, you can voluntarily dissolve an LLC in West Virginia by following the state’s dissolution process.

What is the fee for filing Articles of Dissolution in West Virginia?

The fee for filing Articles of Dissolution in West Virginia is $25.

How long does it take to dissolve an LLC in West Virginia?

The processing time for dissolving an LLC in West Virginia can vary, but typically takes a few business days to a few weeks.

Do I need to notify creditors before dissolving an LLC in West Virginia?

Yes, you are required to notify creditors before dissolving an LLC in West Virginia.

What happens to any remaining assets after dissolving an LLC in West Virginia?

After dissolving an LLC in West Virginia, any remaining assets must be distributed to creditors and members in accordance with state law.

Can I reinstate a dissolved LLC in West Virginia?

Yes, you can reinstate a dissolved LLC in West Virginia by filing an Application for Reinstatement with the Secretary of State.

What is the deadline to file for reinstatement of a dissolved LLC in West Virginia?

The deadline to file for reinstatement of a dissolved LLC in West Virginia is three years from the date of dissolution.

Are there any penalties for failing to properly dissolve an LLC in West Virginia?

Yes, failing to properly dissolve an LLC in West Virginia can result in penalties, including continued liability for taxes and fees.

How do I notify the IRS of the LLC’s dissolution in West Virginia?

You can notify the IRS of an LLC’s dissolution in West Virginia by checking the “Final Return” box on the final federal tax return.

Can I transfer the LLC’s EIN to a new entity in West Virginia?

No, an LLC’s EIN cannot be transferred to a new entity in West Virginia. You will need to apply for a new EIN for the new entity.

Do I need to notify employees of the LLC’s dissolution in West Virginia?

Yes, you are required to notify employees of an LLC’s dissolution in West Virginia.

How do I terminate the LLC’s business licenses and permits in West Virginia?

To terminate the LLC’s business licenses and permits in West Virginia, you must contact the appropriate state and local agencies.

Can I dissolve an LLC with pending lawsuits in West Virginia?

Yes, you can dissolve an LLC with pending lawsuits in West Virginia, but you will still be responsible for resolving the legal issues.

What is the publication requirement for dissolving an LLC in West Virginia?

There is no publication requirement for dissolving an LLC in West Virginia.

Can I transfer the LLC’s real property to another entity during dissolution in West Virginia?

Yes, you can transfer the LLC’s real property to another entity during dissolution in West Virginia.

Do I need to notify West Virginia customers of the LLC’s dissolution?

Yes, you are required to notify West Virginia customers of an LLC’s dissolution.

Can the members of the LLC be held personally liable after dissolution in West Virginia?

In some cases, members of an LLC can be held personally liable after dissolution in West Virginia, especially if they did not properly wind up the business.

How can I terminate contracts and agreements during the dissolution of an LLC in West Virginia?

To terminate contracts and agreements during the dissolution of an LLC in West Virginia, you must comply with the terms of the agreements or negotiate settlements with the other parties.

Can I dissolve an LLC with outstanding debts in West Virginia?

Yes, you can dissolve an LLC with outstanding debts in West Virginia, but you will still be responsible for paying off those debts.

Are there any tax implications for dissolving an LLC in West Virginia?

Yes, there may be tax implications for dissolving an LLC in West Virginia, such as final tax returns and potential tax liabilities.

Can I dissolve an LLC online in West Virginia?

Yes, you can submit the necessary forms to dissolve an LLC online in West Virginia through the Secretary of State’s website.

What is a statutory agent and do I need to notify them of the LLC’s dissolution in West Virginia?

A statutory agent is a person or company appointed to receive legal documents on behalf of an LLC. You are required to notify the statutory agent of the LLC’s dissolution in West Virginia.

What is the process for cancelling the LLC’s registration with the West Virginia Tax Department?

To cancel the LLC’s registration with the West Virginia Tax Department, you must file a Business Closure Form with the department.

Can I dissolve an LLC that has not conducted any business in West Virginia?

Yes, you can dissolve an LLC that has not conducted any business in West Virginia by following the state’s dissolution process.

Can I transfer the LLC’s intellectual property to another entity during dissolution in West Virginia?

Yes, you can transfer the LLC’s intellectual property to another entity during dissolution in West Virginia.

How do I notify vendors and suppliers of the LLC’s dissolution in West Virginia?

You are required to notify vendors and suppliers of an LLC’s dissolution in West Virginia to settle any outstanding accounts.

Can I sell the LLC’s assets during dissolution in West Virginia?

Yes, you can sell the LLC’s assets during dissolution in West Virginia, but the proceeds must be used to pay off the LLC’s debts and obligations.

What is the voting requirement for dissolving an LLC in West Virginia?

The voting requirement for dissolving an LLC in West Virginia is typically a majority vote of the members, unless the operating agreement states otherwise.

In Conclusion

Dissolving a business is not an easy task as a lot of homework is involved with the process. The official process might have only a few steps, however, before and after dissolving the LLC, there might be a lot of other tasks. In this case, it is highly recommended to get a professional service. If you are looking to file an LLC at $0, then ZenBusiness is your answer.

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. This article shared the general steps. Let us know if you have any queries.