Free West Virginia LLC Operating Agreement Template

A West Virginia LLC operating agreement outlines how your company will be managed, how profits and losses are shared, and what happens if a member leaves. It serves as your LLC’s internal roadmap, providing clarity and reducing potential disputes between members.

Although not legally required in West Virginia, creating an operating agreement is highly recommended. Without one, your LLC will default to state laws, which may not reflect your preferences. Having a written agreement also strengthens your company’s legal standing and helps maintain its limited liability status.

Even single-member LLCs benefit from this document, as it provides proof of separation between personal and business assets.

West Virginia LLCs are governed by the Uniform Limited Liability Company Act (Chapter 31B).

The main statute concerning operating agreements is §31B-1-103, which outlines their legal effect and non-waivable provisions. It covers topics like:

• The duty of loyalty and care among members.
• Standards for good faith and fair dealing.
• Rules for amending or enforcing the agreement.

LLC formation and maintenance fees in West Virginia:

• Articles of organization filing: $100 (domestic) | $150 (foreign)
• Name reservation: $15
• Annual report: $25
• Late filing penalty: $50

If you’re a veteran or under 30, the state may waive your filing fee for forming an LLC.

Follow these steps to form your LLC and set up your operating agreement in West Virginia:

1. Choose a business name: Your LLC name must include “Limited Liability Company” or an abbreviation like “L.L.C.” or “LC.” Check availability through the West Virginia Business Name Database. You can also reserve your name for 120 days if you’re not ready to file yet.
2. Appoint a registered agent: Every LLC must designate a registered agent with a physical address in West Virginia. The agent may be a business authorized to operate in the state or an individual resident who agrees to accept legal and tax documents on behalf of your company.
3. File your articles of organization: File online via the One Stop Business Portal or submit the LLD-1 paper form to the Secretary of State. The form should include your company’s name, address, registered agent details, and management structure.
4. Create your operating agreement: While optional, drafting this document provides essential rules for how your LLC will function. Include details about voting rights, ownership percentages, member roles, and meeting procedures.
5. Obtain an employer identification number (EIN): Apply for free on the IRS website. Your EIN is required for tax filing, hiring employees, and opening a business bank account.
6. File your annual report: Submit your annual report online each year between January 1 and July 1. The fee is $25, and late filings may incur a $50 penalty.