How to Dissolve an LLC in West Virginia - 2023 Guide

How to Dissolve (Close) an LLC in West Virginia

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Carolyn Young has over 25 years of experience in business in various roles, including bank management, marketing management, and business education.

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For over 15 years, Sarah Ruddle has been a noteworthy leader in the business and nonprofit world.

How to Dissolve (Close) an LLC in West Virginia

How to Dissolve (Close) an LLC in West Virginia

If you have a limited liability company (LLC) in West Virginia, you may need to shut down the business at some point. On the other hand, maybe you’ve started another company or decided to relocate to another state — whatever the reason, you’ll need to follow the somewhat complicated LLC dissolution process. 

If done incorrectly, you’ll still be responsible for annual reports and fees and could face additional penalties. But, lucky for you, this handy guide explains how to dissolve an LLC in West Virginia.

Properly shutting down an LLC involves several crucial steps, as detailed below.  

1. Vote for Dissolution

LLC owners must vote to dissolve the LLC. Hopefully, you have an operating agreement that details the process. If not, West Virginia law requires the consent of all members or a judicial decree at the application of one of the members. Once this occurs, you’ll need to draft a resolution to dissolve the LLC. 

2. Cancel Business Licenses and Permits

If you were required to get licenses and permits for your business, you’d need to contact the issuing agencies to cancel them so that you’re not charged renewal fees. If you have any outstanding fees, you’ll likely need to pay them before you are allowed to cancel.

3. Notify Creditors

If you owe money to any creditors, you’ll need to notify them in writing of the dissolution and give them detailed instructions on filing any claims for the outstanding debt. In West Virginia, claims must be filed by the deadline specified in the notice, which must be at least 120 days from receipt of the notice. 

In West Virginia, this must be done before you formally dissolve your LLC with the state.

4. Notify Tax Departments

Notify any relevant tax authorities of the dissolution and pay any outstanding taxes due.

5. Cancel Contracts and Settle Financial Obligations

If you have contracts with vendors, lessors, or any other outstanding financial obligations, you’ll need to ensure all your obligations are fulfilled and all contracts are canceled. 

6. Distribute Assets to Members

If the LLC has any assets remaining in any form after all financial obligations have been settled, they must be distributed to members based on LLC ownership percentages. If the assets are equipment, property, or other non-cash assets, they’ll need to be sold first so distributions can be made in cash. 

7. File the Dissolution Papers with West Virginia

In West Virginia, the process to officially dissolve your LLC is to sign into your account on the Secretary of State’s website and fill out the articles of dissolution form.

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If you prefer to file by mail, you can request the form from the WV one-stop business center at (304) 558-8000. The mailing address is:

WV One Stop Business Center
13 Kanawha Blvd. W.
Suite 201
Charleston, WV 25302

The fee for filing the dissolution papers in West Virginia is $25.

In Closing

Regardless of the reason, LLC dissolution must be done right to avoid legal issues and financial penalties. Therefore, it’s highly recommended that you employ the services of an attorney to ensure everything is done correctly and all bases are covered. 

FAQs

How much does it cost to dissolve an LLC in West Virginia?

The fee for filing articles of dissolution in West Virginia is $25.

How long does it take to dissolve a West Virginia LLC?

West Virginia articles of dissolution are generally processed within 24 to 48 hours.

Should I close an unused West Virginia LLC?

If you have no plans to operate the LLC in the future, you should dissolve the LLC in West Virginia. However, you’ll still be responsible for annual reporting and fee requirements if you don’t.

What happens if I don't dissolve my LLC in West Virginia?

You will remain responsible for all your LLC’s filings and fees. If you don’t keep up with them, penalties may accrue.

What is the difference between the dissolution and termination of an LLC?

Dissolution begins with the triggering event, such as a vote of members per the operating agreement. Termination is when all LLC activities stop, including winding up affairs and filing dissolution paperwork with the state. The filing of those documents finally terminates the LLC.