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West Virginia lets an LLC keep two things at once: a designated office, and an agent with an address for service of process. The LLC act, W. Va. Code 31B-1-108, says the office need not be a place of business in the state. The agent is the one who receives lawsuits and legal notices for the company. For the rest of the formation steps, see our West Virginia LLC guide. The search tool is in the West Virginia business guide.
Which agents does West Virginia accept?
Section 31B-1-108(b) lists four kinds of agent:
- an individual resident of West Virginia;
- a domestic corporation;
- another limited liability company;
- a foreign corporation or foreign company authorized to do business in West Virginia.
So an owner who lives in the state can act. An owner who lives elsewhere needs one of the other kinds. Our guide to being your own registered agent covers the practical side, and registered agent services explains the paid option in general terms.
The articles of organization name the initial agent and address. Under section 31B-2-203 that detail is part of the list of contents.
Where does the office go?
The statute allows an office that is not the company's place of business. The agent address is the place where papers reach the company, so pick one that is staffed and stays the same. We did not find a consent form or a street-address test on the state pages we read, so do not assume either one. Ask the Business Division if you are unsure.
How do you change the agent?
Deliver a statement of change to the Secretary of State, as section 31B-1-109 provides. The statement sets out:
- the company name;
- the address of the current designated office, if there is one;
- the new office address, if the office is changing;
- the name and address of the current agent;
- the new address or the name and address of the new agent.
The annual report is the other route. The state says it updates the managers or members who can sign, the addresses and the agent of process. We did not find a separate fee for the change on the pages we read, so check the current schedule before you send it.
What if the agent resigns?
Section 31B-1-110 lets the agent resign by filing a statement of resignation. The Secretary of State then mails one copy to the designated office and another to the company at its principal office. The agency ends on the thirty-first day after the statement is filed.
That gives you about a month to name someone else. Do it in the same way as a change, with a statement of change. Keep the annual report current too. The state warns that administrative dissolution or revocation notice may be mailed to LLCs that fail to file. See annual report deadlines.
What does the Secretary of State do with service of process?
The office has to keep a record of all processes, notices and demands served on it under the section, with the time and the action taken. The right to serve process in any other lawful way stays as it is. Our service of process guide explains the usual steps.
How do you look up an agent?
Use the state's business entity search. The results list entity type, city and status. Select Details to see the full address, registered number, creation date and registered agent contact information. The state says there is no fee for viewing it.
Planning to start in West Virginia? The start an LLC form walks through the order of steps. Nearby states have their own rules: Ohio, Pennsylvania and Maryland.