Rev. 6/15Issued by the Office of the Secretary of StateForm LLF-1
INSTRUCTIONS FOR FILING APPLICATION FOR CERTIFICATE OF AUTHORITY OF LIMITED LIABILITY COMPANY
BEFORE you fill out the application: The company name you select will be approved only if it is available - that is, if the name is not the same as and is
distinguishable from any other name which has been reserved or filed. If you prepare LLC papers without applying for and receiving a name reservation, you
do so at your own risk. A telephone check on availability of a name is not a guarantee of name availability. You may apply for a name reservation in writing,
accompanied by a $15 fee made payable to the WV Secretary of State, mailed to the address shown above. Once approved, you are guaranteed exclusive use
of the name for 120 days, enough time to prepare and submit the articles. If you plan to do business under any name, other than the name on your certificate of
organization, you must register that trade name with the Secretary of State. Failure to do so could result in a fine or imprisonment.
FILING THE APPLICATION:
Section 1. Enter the exact name of the limited liability company as it is registered in its home state, or country.
CHECK THE BOX to indicate you have obtained and submitted with this application a CERTIFICATE OF EXISTENCE (GOOD
STANDING), dated during the current tax year, from your home state of original organization as required to process your application.
The certificate may be obtained by contacting the Secretary of State's Office in the home state of original organization.
Section 2. If your home state name is not available in West Virginia, you must do the following:
� Select a name as a forced DBA (“doing business as”) name which your company wants to use in West Virginia;
and be sure to include one of the required terms. “Limited liability company,” “limited company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.,”
or “LC.” “Limited” may be abbreviated as “Ltd.” and “Company” may be abbreviated as “Co.” [WV Code §31B-1-105, 31B-10-1005]
Professional companies must use “professional limited liability company,” professional L.L.C.,” “professional LLC,” “P.L.L.C.,” or
“PLLC.” [WV Code §31B-13-1303]
� Make certain that name is available, preferably by reserving it in advance.
� Arrange for the managers or members, depending on the type of company, to draft a letter a resolution adopting the fictitious name, and attach a
copy of that resolution to the filing. A FORCED DBA NAME WILL NOT BE ACCEPTED UNLESS THE REQUIRED RESOLUTION IS
ATTACHED. Click here
to see a sample Letter of Resolution.
Section 3. LLC vs. PLLC - Check the first box unless your company qualifies as a Professional LLC. A Professional LLC may be organized only by one
or more persons licensed or otherwise legally authorized to provide the same or compatible professional services or to practice together within the state. No
person may be a member of the PLLC who is not licensed or otherwise legally authorized to render the professional service for which the PLLC was
organized. Only the following professions listed below under the specified articles of Chapter 30 of West Virginia Code may form a PLLC. If you are
a member of another profession please contact your licensing board before attempting to establish your business as a regular LLC.
Attorneys-at-law [Article 2] Physicians & Podiatrists [Article 3]
Dentists [Article 4] Optometrists [Article 8]
Accountants [Article 9] Veterinarians [Article 10]
Architects [Article 12] Engineers [Article 13]
Land Surveyors [Article 13a] Osteopathic Physicians and Surgeons [Article 14]
Chiropractors [Article 16] Psychologists [Article 21]
Social Workers [Article 30]
***Important*** The Secretary of State cannot complete your filing until confirmation is received from the licensing board that the licenses of
your members are current and in effect. A PLLC is required to carry at all times $1 million of professional limited liability insurance [See WV
Code §31B-13-1305].
Section 4. List the address of your principal office. This is the address to which all correspondence from our office is mailed. You may change your
principal office address by filing with the Secretary of State an application to appoint or change address, agent or officers [Form AAO] (fee $15).
Section 5. The designated office need not be the principal place of business. The designated office may be changed by filing with the Secretary of State
an application to appoint or change address, agent, or officers [Form AAO] (fee $15).
Section 6. You may maintain an “agent of process” who can receive service of a summons or complaint. The agent may be an individual resident of the
state, a domestic corporation, another limited liability company or a foreign corporation or foreign company. You may change your agent by filing with the
Secretary of State an application to appoint or change address, agent or officer [Form AAO] (fee $15).
Section 7. List an e-mail address (yourname@domainname.com) where you can receive important e-mail notifications (e.g., Annual Report notices).
Section 8. List the website address (domainname.com) of the business, if any. DO NOT list a physical mailing address.
Section 9. Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...
a. List the total number of businesses in West Virginia in the space provided.
b. List the total number of counties in West Virginia in which the businesses conduct operations.
Section 10. An AT-WILL company will continue to exist until voluntarily terminated or administratively dissolved. A TERM company is one in which
its members have agreed to remain members until the expiration of a term specified in the articles. If neither box is marked, or if the length of term is not
specified, the company will be established as an at-will company.
Section 11. For a MEMBER-managed company, the authority to transact business and execute instruments is in the hands of the members, and any
member may act to carry on the ordinary course of the company's business as an agent of the company. For a MANAGER-managed company, a manager,
