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OF LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION WEST (How to Start a Business)

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Natalie E. Tennant
West Virginia Secretary of State
1900 Kanawha Blvd. East
Bldg. 1, Suite 157-K
Charleston, WV 25305
Penney Barker, Manager
Business & Licensing Division
Tel: (304)558-8000
Fax: (304)558-8381
Website: www.wvsos.com
E-mail: business@wvsos.com
Office Hours: Monday - Friday
8:30 a.m. - 5:00 p.m. EST
FILE ONE ORIGINAL
(Two if you want a filed stamped
copy returned to you.)
FILING FEE:
WEST VIRGINIA
ARTICLES OF ORGANIZATION
OF LIMITED LIABILITY COMPANY
$100
* Fee Waived for Veteran-owned organization
Control #
Form LLD-1
Issued by the Office of the Secretary of State
Rev. 6/15
* * * * * We acting as organizers according to West Virginia Code §31B-2-202, adopt the following * * * * *
Articles of Organization for a West Virginia Limited Liability Company.
1.
The name of the West Virginia limited liability company
shall be:
[The name must contain one of the required terms such as “limited
liability company” or abbreviations such as “LLC” or "PLLC" - see instructions
for a list of acceptable terms.]
3. The address of the principal office
of the company will be:
Located in the County of (required):
Street:
City:
Street:
State: Zip Code:
The mailing address of the above
location, if different, will be:
4. The address of the initial designated
(physical) office of the company in
West Virginia, if any, will be:
Zip Code:State:City:
Street:
Zip Code:State:City:
Located in the County of:
Street:
The mailing address of the above
location, if different, will be:
Zip Code:State:City:
5. The name and address of the person
(agent) to whom notice of process
may be sent, if any, will be:
Zip Code:State:City:
Street:
Name:
2. The company will be a:
LLC Professional LLC* for the profession of:
(See Section 2. of the attached instructions for list of accepted professions.)
CHECK BOX to indicate you've included one of the REQUIRED CORPORATE NAME ENDINGS (See instructions for name endings).
County:
County:
15. Other provisions which may be set forth in the operating agreement or matters not inconsistent with law:
[See instructions for further information; use extra pages if necessary.]
14. Is the business a Scrap Metal Dealer?
13. The purpose(s) for which this limited liability company is formed is as follows:
[Describe the type(s) of business activity which will be conducted, for example, “real estate,” “construction of residential and commercial
buildings,” “commercial painting,” “professional practice of law" (see Section 2. for acceptable "professional" business activities). Purpose
may conclude with words “…including the transaction of any or all lawful business for which corporations may be incorporated in West
Virginia.”]
9. The name(s) and address(es) of the organizer(s) is (You must list at least ONE organizer.):
Name No. & Street Address City State Zip Code
Rev. 6/15Issued by the Office of the Secretary of StateForm LLD-1
WEST VIRGINIA ARTICLES OF ORGANIZATION OF LIMITED LIABILITY COMPANY
Page 2
7. Website address of the business, if any (ex: yourdomainname.com):
6. E-mail address where business correspondence may be received:
10. The company will be:
(required)
an AT-WILL company, conducting business for an indefinite period.
a TERM company, conducting business for the term of years.
11. The company will be:
(required)
MEMBER-MANAGED [List the names and addresses of all members below.]
MANAGER-MANAGED [List the names and addresses of all managers below.]
List the name(s) and address(es) of the Member(s)/Manager(s) of the company (required; attach additional pages if necessary):
Name No. & Street Address City State Zip Code
12. All or specified members of a limited liability
company are liable in their capacity as
members for all or specified debts, obliga-
tions or liabilities of the company (required):
No - All debts, obligations and liabilities are those of the company.
Yes
- Those persons who are liable in their capacity as members for all debts,
obligations or liability of the company have consented in writing to the
adoption of the provision or to be bound by the provision.
b. Located in how many West Virginia counties?If "Yes"... a. How many businesses?
Yes No Decline to answer
8. Do you own or operate more than one
business in West Virginia?
Yes [If "Yes," you must complete the Scrap Metal Dealer Registration Form (Form SMD-1) and proceed to Section 15.]
No [Proceed to Section 15.]
* Answer a. and b. below.
17. The requested effective date is
[Requested date may not be earlier than filing nor
later than 90 days after filing in our office.]
Rev. 6/15Issued by the Office of the Secretary of StateForm LLD-1
Page 3
19. Contact and Signature Information* (See below Important Legal Notice Regarding Signature):
a. Contact person to reach in case there is a problem with filing:
*Important Legal Notice Regarding Signature: Per West Virginia Code §31B-2-209. Liability for false statement in filed record.
If a record authorized or required to be filed under this chapter contains a false statement, one who suffers loss by reliance on the statement may
recover damages for the loss from a person who signed the record or caused another to sign it on the person's behalf and knew the statement to be
false at the time the record was signed .
Important Note: This form is a public document. Please do NOT provide any personal identifiable information on this form such as social
security number, bank account numbers, credit card numbers, tax identification or driver's license numbers.
WEST VIRGINIA ARTICLES OF ORGANIZATION OF LIMITED LIABILITY COMPANY
16. The number of pages attached and included in these Articles is:
the date and time of filing in the Secretary of State's Office.
the following date and time .
Phone:
Date:c. Signature:
Title/Capacity of signer:b. Print or type name of signer:
18. Is the organization a "veteran-owned" organization?
National Personnel Records Center
Military Personnel Records
1 Archives Drive
St. Louis, MO 63138
Toll free: 1-86-NARA-NARA or 1-866-272-6272
Phone: 314-801-0800
www.archives.gov/veterans/military-service-records
You may obtain a copy
of your Veterans Affairs
Form DD214 by
contacting:
Yes (If "Yes," attach Form DD214)
No
CHECK BOX indicating you have attached Veteran Affairs Form DD214
Effective JULY 1, 2015, to meet the requirements for a “veteran-owned” organization, the entity filing the registration must meet
the following criteria per West Virginia Code §59-1-2a:
1. A “veteran” must be honorably discharged or under honorable conditions, and
2. A “veteran-owned business” means a business that meets one of the following criteria:
o Is at least fifty-one percent (51%) unconditionally owned by one or more veterans; or
o In the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally owned by one or
more veterans.
Per WV Code 59-1-2(j) effective July 1, 2015, the registration fee is waived for entities that meet the requirements as a "veteran-owned"
organization. See attached instructions to determine if the organization qualifies for this waiver. In addition, a "veteran-owned" entity will have
four (4) consecutive years of Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m)].
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Rev. 6/15Issued by the Office of the Secretary of StateForm LLD-1
INSTRUCTIONS FOR FILING ARTICLES OF ORGANIZATION
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.
FILLING OUT THE APPLICATION
Section 1. Enter the exact name of the company and be sure to include one of the required corporate name endings: “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] 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]
Section 2. 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 appropriate State licensing board
that the licenses of your members are current and in full effect. A PLLC is required to carry at all times $1 million of
professional limited liability insurance [See WV Code §31B-13-1305].
Section 3. The principal office address need not be in WV, but is the principal place of business for the company. This is generally the address where
all corporate documents (records) are maintained. You may change the principal office address by filing with the Secretary of State an Application to Appoint
or Change Address, Agent, or Officers [Form AAO] (fee $15).
The county in which the principal office address is located is required to be listed.
The principal mailing address need not be in WV, but is the principal place of business for the company. This is the address to which all
correspondence from our office is mailed. You may change the principal mailing address by filing with the Secretary of State an Application to Appoint or
Change Address, Agent, or Officers [Form AAO] (fee $15).
Section 4. The designated (physical) office location need not be the principal place of business. You may change the designated (physical) office by
filing with the Secretary of State an Application to Appoint or Change Address, Agent, or Officers [Form AAO] (fee $15).
The county in which the designated (physical) office address is located.
The mailing address of the designated (physical) office address, if different from the designated (physical) office address.
Section 5. You may wish to maintain an “agent for service of process” in West Virginia who can receive service of a summons or complaint. The
agent may be an individual resident, a corporation, or another limited liability company. You may change your agent by filing with the Secretary of State an
Application to Appoint or Change Address, Agent, or Officers [Form AAO] (fee $15).
Section 6. List an e-mail address (yourname@domainname.com) where you can receive important e-mail notifications (e.g., Annual Report notices).
Section 7. List the website address (domainname.com) of the business, if any. DO NOT list a physical mailing address.
Section 8. 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 9. One or more persons may organize a limited liability company. The name and address of each organizer having authority to execute
instruments on behalf of the limited liability company is required.
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.
Rev. 6/15Issued by the Office of the Secretary of StateForm LLD-1
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,
who may or may not be a member, is an agent of the company for the purpose of its business. See WV Code §31B for more information about the authority of
members & managers. You must list all members' (for a member-managed LLC) or managers' (for a manager-managed LLC) names and addresses
who have signature authority.
Section 12. DO NOT check "Yes" to this question UNLESS and UNTIL you have in hand the written consent of those members who are liable
for all debts, obligations and liabilities of the company agreeing to the adoption of or to be bound by this provision in the operating agreement. The
liabilities may not be assigned on the belief that members will consent.
Section 13. The State Tax Department requests that you describe the purposes of the limited liability company clearly to insure you receive all the
necessary information about registering with the required state agencies. Please note that filing Articles of Organization alone does not qualify you to do
business in West Virginia. You must obtain a business license from the West Virginia Department of Tax and Revenue, and you may be required to
meet other licensing requirements to conduct the type of business you intend. Attach additional pages if necessary.
Section 14. If the business activities include “Scrap Metal Dealer”, check “Yes” and complete the Scrap Metal Dealer Registration Form (
Form
SMD-1) [per revised West Virginia Business Code §61-3-49-(b)(4)] and submit with your application. Proceed to Section 15. If “No,” proceed to Section 15.
Section 15. The articles may include provisions permitted to be set forth in an operating agreement [but may not vary the non-waivable provisions of WV
Code §31B-1-103(b)
] and other matters not inconsistent with law. If any provision of the operating agreement is inconsistent with the articles of organization,
the articles control as to persons other than managers, members and their transferees who reasonably rely on the articles to their detriment.
Section 16. List the number of attached pages to insure your complete filing is recorded.
Section 17. You may accept the date of filing by the Office of Secretary of State as your effective date, or assign a future date and time when the company
will be activated. If the date you give is more than 90 days after the filing date by the Secretary of State, the active date will be the 90
th
day after filing. If
you do not specify a time, the filing is effective at the close of business on that date.
Section 18. Check the appropriate box indicating whether or not the organization is "veteran-owned." Effective JULY 1, 2015, the following criteria
must be met in order to qualify as a "veteran-owned" entity: (1) veteran must be "honorably discharged or under honorable conditions;" and (2) if a publicly-
owned entity, at least fifty-one per cent (51%) of the stock must be unconditionally owned by one or more veterans [see WV Code 59-1-2a(12)-(13)(A)(B)
].
If "Yes," you must include with this application a copy of your Veteran Affairs Form DD214.
Section 19. AN ORGANIZER MUST SIGN THE APPLICATION. Listing a contact person and phone number is optional, however listing a person to
contact in case of a problem with filing may help to speed the filing process along and avoid possible rejection of the document.
ANNUAL REPORT NOTICE: WV Code 59-1-2a (see also 31B-2-211
) requires every limited liability company [both domestic (in-state) and foreign
(out-of-state)] to file an annual report and pay the annual report filing fee between January 1 and July 1 of each year following the calendar year in
which the business was registered with the Office of the Secretary of State. The $25 annual report fee is waived for Veteran-owned entities for the
following four (4) years after initial formation [see WV Code 59-1-2a(m)]. Failure to file may result in revocation of the organization's legal
authority to transact business in the state. Notification of the filing requirement will be sent, but the company is responsible for filing the annual
report as required by WV Code. You may file the annual report online at www.business4wv.com. You must register a User Account Login ID and
Password to create a personal “Filing Cabinet” to file the annual report.
FILING THE ARTICLES - ONE ORIGINAL REQUIRED - AND PAYING THE FEE
Send an additional original if you want a filed date-stamped copy returned to you at no additional cost.
The filing fee will consist of paying a registration fee. If requesting a certified copy, an additional fee of $15 per certified copy requested is required.
Registration fee - $100
* Veteran-owned entity registration FEE WAIVED - $0
Registration fee* _______________ [Registration fee is waived for "veteran-owned" entity effective July 1, 2015 per WV Code
59-1-2(j); Be sure to attach the veteran proof of status Veteran Affairs Form DD214
$15 per certified copy: +_______________ when claiming "veteran-owned" status.]
Total fee: =_______________
**** Make your checks payable to West Virginia Secretary of State. ****
TEXT ALERTS: Stay up-to-date regarding filing deadlines and changes to business, charity, notary, private investigation, and security guard laws. To sign up, go to
www.wvsos.com and click on the Business and Licensing category link. On the Business and Licensing page, scroll down and click on the Click Here To Sign Up For Text
Alerts From The West Virginia Secretary Of State's Office link. Next, under the heading, “Choose SMS Subscription,” click the down arrow and select “Business and Licensing.”
Then enter your ten-digit mobile phone number and your cellular carrier. Click Subscribe. This will allow you to get important information delivered right to your mobile phone.
Please note, standard text messaging rates apply and you may unsubscribe at any time.
TERMINATION: A limited liability company is a legal entity which can only be terminated through formal action - not by a letter or phone call. You remain liable for all
taxes, assessments, fines, penalties and interest until you receive a certificate of termination from the Secretary of State. Contact us for more information.
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