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. By not filing any Articles of Amendment or filing them incorrectly, you may be unintentionally negatively impacting your West Virginia LLC.
If this sounds scary, don’t worry. Read on to learn about the process of filing a West Virginia LLC amendment, and how our services can make this task easy.
What are West Virginia Articles of Organization?
West Virginia’s Limited Liability Company Act is a comprehensive law that spells out how the state wants LLCs to operate. It tells people who want to form an LLC how to do so. The first step to creating an LLC is filing Articles of Organization.
Filing Articles of Organization officially establishes your business in the state. The state requires you to provide certain information, which upon acceptance becomes public. This information is:
- 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
Once accepted by the state, your business is officially legally created.
Need to form your LLC first? With our West Virginia LLC formation service, you can start your business in a matter of minutes. Head on over to the page to get started today!
Step 1: Determine if you need to change your West Virginia Articles of Organization
You need to have Articles of Organization on file in West Virginia so your business can enjoy the benefits West Virginia law gives it. Your business loses its ability to operate as an LLC if you fall out of compliance with West Virginia law. Therefore, you need to file amended Articles of Organization with the West Virginia Secretary of State to keep your business filings current.
West Virginia law requires you to deliver all amendments to the Secretary of State’s office. The Secretary of State maintains your small business’s filings as a public record. You need to keep your information current so that the public can:
- Contact your LLC
- Learn who your registered agent is for service of process
- Research your LLC for compliance and auditing purposes.
The public has a right to know certain information about your LLC. Therefore, it’s best to ensure that all of your LLC’s information is correct.
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 2: Identify what to change in your West Virginia Articles of Organization
In West Virginia, you have to file amendments to your LLC’s Articles of Organization if you change your business structure, business purpose, or business name. You also file amended Articles of Organization when adding information to your original Articles of Organization.
West Virginia law requires that you file the amended Articles of Organization with the Secretary of State’s office. Include the name of your LLC along with the date you filed your original Articles of Organization. You will also enter your contact name and number as well as a signature from an authorized person that comports with the law.
West Virginia’s Secretary of State has a form you can use to file your amendment. Be specific when you draft your amendment. Any ambiguity or mistakes could cost you valuable time, especially if the Secretary of State rejects your filing. The most efficient filing method for your amended articles is on West Virginia’s One Stop Business Portal.
West Virginia allows LLCs to change certain information without filing an amendment. West Virginia’s Secretary of State issued several forms you can use in the right circumstances. Those forms include changing:
- West Virginia registered agent
- Members or managers
Step 3: File Your West Virginia LLC amendment
You can file your changes with the Secretary of State’s office online, via mail, or in person. Expedited service is available, but costs extra. Standard processing takes between five and 10 business days, but online filings are often accepted sooner.
Want to know the easiest and most efficient way to make the changes you need stress-free? Our amendment filing service allows you to make the changes you need to quickly, and our Worry-Free Compliance service includes two yearly amendments as well as many other compliance tools. You can keep your head in the game while we help keep you in compliance with West Virginia law.
West Virginia Articles of Amendment vs. Restated Articles of Organization
Articles of Amendment and Restated Articles of Organization serve different purposes. Amending the Articles of Organization for an LLC changes the legal underpinnings of your business. By contrast, restating the Articles of Organization 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, 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. Lastly, you need to include the date you filed the initial Articles of Organization. Please note that the West Virginia Secretary of State’s office doesn’t have a standard form to restate the Articles of Organization.
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 LLC. 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, 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 LLC 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. 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.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in West Virginia?
You can amend your LLC’s Articles of Amendment without hiring an attorney.
- What business changes can be reported in a West Virginia LLC Articles of Amendment form?
You can use the Articles of Amendment form to change your LLC’s business structure, business purpose, or business name. You file amended Articles of Organization when adding information to your original Articles of Organization as well.
- Are West Virginia LLC Articles of Amendment the same as an annual report?
No, these are different filings that require some of the same information. An annual report is a yearly reporting requirement, while amendments only apply when changes are made.
- How long does it take to file LLC Articles of Amendment in West Virginia?
FIling takes mere moments when you do it online. However, the standard processing time is five to 10 business days. The state offers expedited service that could be as fast as one hour. However, the state charges more for this expedited service.
- What will I receive from the state of West Virginia when the LLC Articles of Amendment are filed?
You will receive electronic confirmation of your filing. However, you should mail a second copy to the Secretary of State’s office if you file by mail. The Secretary of State will send your copy back to you with a date and time stamp indicating when the Secretary of State’s office filed it.