West Virginia LLC Operating Agreement
The West Virginia LLC Operating Agreement is the core document that is referred to when issues concerning a West Virginia limited liability company (“LLC”) need to be resolved.
The LLC Operating Agreement is the most important document for your West Virginia LLC.
In the case of a single member LLC, without the formality of an LLC Operating Agreement, the LLC can closely resemble a sole proprietorship, which does not limit your personal liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with respect to the affairs and management of the LLC and governs the relationship amongst the members of the LLC. By having an LLC Operating Agreement, the members will be provided with a clear set of rules that all members have agreed upon greatly reducing the likelihood of disagreement between them in the future. A LLC Operating Agreement will also greatly reduce financial and management misunderstandings, and make sure your business is governed by your own rules -- not default rules created by the state of West Virginia.
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The LLC operating agreement does not have to be filed with any state agency. All states, including the state of West Virginia will enforce valid operating agreements entered into among LLC members. The operating agreement will only be enforced against the persons who are parties to the agreement. Therefore, it is extremely important that all members of an LLC sign the operating agreement.
Your West Virginia Limited Liability Company
LLC Filing Office
Entity or Franchise Level Tax
West Virginia does not require partnerships, LLCs taxable as partnerships, or disregarded single-member LLCs to pay a general net worth tax based on net income. However, partnerships and LLCs, regardless of entity classification, are subject to franchise tax in West Virginia. The tax rate is 0.7 percent or $50, whichever is greater.
State LLC Act
West Virginia LLC Act is contained in Chapter 31B of the
West Virginia Code.
Important Statutory Rules
An LLC is managed by its members unless the Operating Agreement states that the LLC is to be managed by one or more managers.
Admission of Members
No statutory rules exist for admitting members to the LLC. The Operating Agreement shall govern how LLC members are admitted to the LLC. Unless otherwise provided in the Operating Agreement, the admission of a transferee as a member must be approved by the unanimous consent of all the non-transferring members.
Amending the Operating Agreement
Unless otherwise provided in the Operating Agreement, the Operating Agreement can be amended with the approval of all members.
Unless otherwise specified in the Operating Agreement, approval of all members is required to make distributions prior to the departure of a member or the winding up of the LLC, sell all LLC assets, and voluntarily dissolve the LLC.
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