Dissolving your LLC in West Virginia and winding down a business you’ve put time, money, and effort into is never an easy decision. But sometimes dissolving your limited liability company becomes the right choice.
There are several scenarios where dissolving your LLC becomes the best path forward:
Taking the step to dissolve means you are ready to wind down your company’s operations in an organized manner. It requires officially terminating your business activities within West Virginia’s jurisdiction.
Not all dissolutions are the same. It’s important to understand the different types of LLC dissolution:
The state government can trigger an administrative dissolution if your LLC fails to follow important requirements.
Examples include not filing your annual report, not registering your agent, not paying taxes, or submitting inaccurate records. The state will contact you to fix any issues first before dissolving your LLC.
A judge can order the judicial dissolution of an LLC under certain circumstances. Members can request it if management is deadlocked or acting illegally. A judge may also dissolve if there is proof of serious fraud or abuse by those running the LLC.
Judicial dissolution is rare and usually happens when members are in major disagreement on continuing the LLC’s operations.
This is when the LLC members choose to dissolve the company. One or more members can propose dissolution. Multi-member LLCs require a majority vote to approve dissolving.
Voluntary dissolution is the most common method and happens when owners decide closing the business is in their best interest. Members handle the process themselves.
To voluntarily dissolve your LLC in West Virginia, you’ll need to take the following steps:
The first official step is holding a vote amongst LLC members to approve dissolving the company.
Review your operating agreement to understand the required voting procedures and rules around member meetings. Have members cast votes according to those procedures. Record the outcome in your company records along with a dissolution date.
Before legally dissolving, you must wind down your company’s operations and financial affairs. This winding up process involves:
Thoroughly winding up operations helps resolve any lingering issues so you can dissolve with no loose ends. This process can take several months.
An important part of dissolution is notifying creditors and claimants that your LLC is dissolving. This gives them a chance to make claims against the company for any unpaid debts.
You must send notices to all known creditors. Also publish a general dissolution notice in a local newspaper for unknown potential claimants. Pay off any legitimate business-related debts before proceeding.
Contact federal and West Virginia state tax agencies to inform them you are closing your LLC.
You will need to file final tax returns on behalf of your business. This includes income tax returns, employment taxes, sales taxes, and informational returns.
Obtain tax clearance certificates from each agency showing your LLC has paid all required taxes and has no outstanding tax liabilities or obligations. Trying to dissolve with unpaid taxes can lead to penalties and liens against LLC members.
Once you’ve wound up business operations, notify your registered agent and the WV Secretary of State that your LLC will be dissolving.
Your registered agent will step down once dissolution is finalized. The state needs to know your LLC will no longer be operating within West Virginia’s jurisdiction.
The final requirement is filing Articles of Dissolution (also called Certificate of Cancellation) with the Secretary of State to make your dissolution official.
Your articles of dissolution must include:
There is a $25 filing fee when submitting your articles of dissolution to the state. Payable to West Virginia Secretary of State.
You can submit the articles in-person, by mail, or digitally through the Secretary of State’s business portal. Once processed and approved, the state will issue a Certificate of Dissolution making your LLC’s termination official.
Tip: West Virginia does allow simplified, one-step voluntary cancellation if your LLC has no debts or other liabilities. You can file a single Cancellation of a Domestic Limited Liability Company Certificate. This bypasses having to first wind up and notify creditors.
Once your Certificate of Dissolution is issued, there are a few last loose ends to wrap up:
Completing these administrative wrap-ups provides closure and minimizes the change of any lingering legal or financial issues.
Bringing your West Virginia LLC to a legal close takes coordination. From holding member votes to settling accounts to filing Articles of Dissolution, each step is important to do correctly. Rushing through dissolution leaves you open to risks.
The good news is that walking through the process systematically lets you successfully wrap up your business. Seek help from legal and accounting professionals if you need guidance. They can ensure you complete all dissolution requirements and avoid personal liability.
With some patience and diligence, you can officially dissolve your West Virginia LLC and move on to your next ventures.
After filing Articles of Dissolution, it usually takes 1 to 2 weeks for the state to formally dissolve your LLC. But winding up business operations beforehand can take 1 to 3 months.
West Virginia does not explicitly require publishing a public notice. But it can be a good idea to provide further notice to any potential creditors.
You could face penalties, lawsuits from creditors, or even personal liability for the company’s unpaid debts and obligations. The state may also force administrative dissolution.
You could face penalties, lawsuits from creditors, or even personal liability for the company’s unpaid debts and obligations. The state may also force administrative dissolution.
You will need to file a final IRS Form 1065 return for your LLC along with supporting schedules. You may also need to file business income, payroll, and sales tax returns.
No, the articles can be signed by any member or authorized company representative. But getting all members’ signatures can help show unanimous consent to dissolve.
The Articles of Dissolution must be filed with the West Virginia Secretary of State’s office, either mailed or submitted online through their business portal.
This portion of our website is for informational purposes only. Tailor Brands is not a law firm, and none of the information on this website constitutes or is intended to convey legal advice. All statements, opinions, recommendations, and conclusions are solely the expression of the author and provided on an as-is basis. Accordingly, Tailor Brands is not responsible for the information and/or its accuracy or completeness. It also does not indicate any affiliation between Tailor Brands and any other brands, services or logos.
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