How to File a West Virginia LLC or Corporation Amendment

You have to remain as flexible as possible when you run a small business. Otherwise, you won’t be able to pivot to address the market’s changing needs. Being flexible also means having the ability to address West Virginia’s compliance requirements when you change key components of your business, which includes amending your limited liability company’s Articles of Organization or your corporation’s Articles of Incorporation. By not filing any Articles of Amendment or filing them incorrectly, you may be unintentionally negatively impacting your West Virginia LLC or corporation.

If this sounds scary, don’t worry. Read on to learn about the process of filing a West Virginia LLC amendment or corporation amendment and how our services can make this task easy.

Amending a West Virginia LLC Articles of Organization

If you need to make changes to your West Virginia LLC, we’ll show you the steps to take in this section. But if you need to make changes to a corporation, keep scrolling to the section titled, “Amending a West Virginia Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In West Virginia, the Articles of Organization is the form that creates an LLC officially. Technically speaking, until you file this form, your LLC doesn’t even technically exist.

The articles requires a variety of information, including:

• The LLC’s name
• The address of the initial designated office in West Virginia and the mailing address of the principal office
• The name and address of the initial agent for service of process
• The duration of LLC (if any not indefinite)
• A statement indicating the LLC is member-managed and the names and addresses of the initial managers
• A statement indicating whether members of the LLC are personally liable for debts and obligations
• The purposes for which you organized the LLC
• Specify a business address where the Secretary of State can send notices and reminders of annual filings
• Additional provisions you want to include

Generally speaking, if you need to change this information, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

West Virginia LLCs use the “Articles of Amendment to Articles of Organization” form to make changes to their formation documents. But before you dive into the paperwork, it can be helpful to gather the information you need to make your desired changes.

Here’s the information you have to include in your Articles of Amendment:

• Business name
• Date you originally filed your Articles of Organization
• Text of the amendment you’re making or the way your name is changing
• Any other attachments
• Contact name and number for questions about the form
• Signature and office of an authorized person

Having all of this information on hand can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in West Virginia, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Failure to comply with state law can result in negative consequences for your business.  If your LLC is out of compliance, then the Secretary of State might not issue a West Virginia Certificate of Existence. A Certificate of Existence in West Virginia indicates that your LLC is active, registered, and files annual reports. Unlike other states, issuing a Certificate of Existence doesn’t imply that the LLC has paid all of its unemployment taxes, workers’ compensation, or that your LLC is financially solvent.

A Certificate of Existence is an important document for your LLC. Loan officers, financial institutions, venture capitalists, and investors want to have a Certificate of Existence before agreeing to finance your LLC. Additionally, you can’t file as an LLC in another state without one.

Step 3: File your amendment with the Secretary of State

Now it’s time to file your amendment paperwork. In West Virginia, you can file this form online, in person, or by mail. No matter how you chose to file, you’ll need to fill in your form with all the information you gathered during step 2.

At the time of this writing, there’s a $25 fee for this form. Once it’s processed, your amendment will go into effect.

Amending a West Virginia Corporation Articles of Incorporation

Need to make changes to a West Virginia corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

The Articles of Incorporation is the form corporations use to organize in West Virginia; technically, until you file this form, your corporation won’t even exist. The Articles requests a variety of information about your business, including:

• Name of the corporation
• Address for the principal office
• Physical address for the business (and mailing address if different)
• Name and address of the registered agent
• Email address and web address (if applicable) for the business
• If the corporation is for-profit or non-profit
• How many shares the corporation can issue and their par values
• How the classes of shares will break down if issuing more than one class
• Name and address of each incorporator
• Other provisions you wish to include

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

West Virginia corporations file the Articles of Amendment to make changes to their founding documents. But before you dive into the paperwork, it’s helpful to gather the information you need to make your desired changes.

Here’s the information required by the Articles of Amendment:

• The name of your corporation
• Who adopted the amendment: shareholders or directors
• Date the amendment was adopted
• Text of the amendment you’re making or the name change you’re making
• Contact information for questions about the form
• Signature and office of an authorized individual

Having all of this information on hand can help streamline the filing process.

Step 3: File your amendment with the West Virginia Secretary of State

Now it’s time to file your amendment paperwork. In West Virginia, you can file this form online, in person, or by mail. No matter how you chose to file, you’ll need to fill in your form with all the information you gathered during step 2.

At the time of this writing, there’s a $25 fee for this form. Once it’s processed, your amendment will go into effect.

West Virginia Articles of Amendment vs. Restated Articles

Articles of Amendment and Restated Articles of Organization or Restated Articles of Incorporation serve different purposes. Amending the articles changes the legal underpinnings of your business. By contrast, restating the articles brings all of the amendments and original articles you filed into one document. 

According to West Virginia law, if you’re restating the Articles of Organization or the Articles of Incorporation, it must be designated as such in the heading or in an introductory paragraph. Be sure to list the current and all of the former names of your LLC or corporation. Lastly, you need to include the date you filed the initial articles. Please note that the West Virginia Secretary of State’s office doesn’t have a standard form to restate the Articles of Organization or the Articles of Incorporation.

Once again, we can make this process a lot easier for you with our Worry-Free Compliance service.

West Virginia Articles of Amendment vs. Articles of Correction

Erroneous filings can cause huge problems for your business. As a result, you need to correct errors as soon as possible. You can do this by filing Articles of Correction. Just specify the incorrect statement in your Articles of Organization or Articles of Incorporation, and what the correct information is. You may also explain why the statement is incorrect or why the signature is defective.

You shouldn’t use the Articles of Correction unless you made a mistake in one of your filings. Examples of mistakes include filing a form with an authorized signature and making a false or erroneous statement. 

Let us help keep your West Virginia business compliant

With a partner like us in your corner, you can file amendments fast and error-free. Our Amendment Filing service is perfect if you’re simply interested in filing amendments to your Articles of Organization or your Articles of Incorporation. However, if you want help with overall state compliance, our Worry-Free Compliance service is a great choice. It comes with two amendments annually and a whole basket of tools that will help your business remain in compliance with state law.