How to Dissolve an LLC in West Virginia: Fees and Steps

How to dissolve an LLC in West Virginia, in order

West Virginia uses different words for different entities. LLCs and PLLCs file a termination; corporations, business trusts and voluntary associations file a dissolution; limited partnerships file a cancellation. The state's business portal also warns that not filing can lead to administrative dissolution and continued tax assessments. The general checklist is in how to dissolve an LLC.

• Members approve the dissolution under the operating agreement.
• Wind up the LLC's business: settle debts, give notice to claimants, distribute what remains.
• File any overdue annual report ($25, due January 1 to June 30) so the record is current.
• File the termination online through the One Stop Business Portal and pay the $25 fee.
• Close the State Tax Division registration with Form BUS-FIN and the sales and use tax account through MyTaxes.
• Close payroll accounts if there were employees, keep the records, and export company data.

Source: West Virginia One Stop Business Portal: exiting or changing over

Filing the termination with the West Virginia Secretary of State

Under W. Va. Code § 31B-8-805, after dissolution and winding up an LLC terminates by filing articles of termination stating its name, the date of dissolution, and that its business has been wound up. The LLC ends on filing or on a later effective date stated in the articles.

The Secretary of State calls the One Stop Business Portal the fastest, easiest way to dissolve or terminate a West Virginia business. Create a user account, log in, and file from the dashboard. The filing fee is $25, and the Secretary of State notes a $1.00 online processing fee on online filings. Paper forms that meet the minimum legal requirements are available through the Secretary of State's form search, but the portal has a practical advantage for an owner tidying up from a distance: it sends an electronic confirmation when the office approves a filing, which is the proof you will want in the company's closing file.

Before you file, settle what the LLC owes to people outside the state system as well: landlords, lenders, vendors with open invoices. A West Virginia LLC that terminates while known debts are unpaid has not finished winding up, and the articles say it has.

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: West Virginia Secretary of State: dissolve or terminate a WV business

Closing West Virginia tax accounts

The State Tax Division has its own closing form. To close a business, complete the Declaration of Final Business Activity, Form BUS-FIN, and mail it or attach it to a web notice in MyTaxes; faxed copies are not processed. Until the Division is told the business has closed, the business registration certificate stays valid and the account stays open.

Sales and use tax accounts close separately: contact the Division through MyTaxes, or send a letter giving the closing date and the reason. File the last sales tax and withholding returns first. Federally, the IRS expects a final return for the closing year.

Source: West Virginia Tax Division: business registration FAQ

Dissolving a West Virginia corporation

A corporation files articles of dissolution with the same $25 fee, but the certificate does not come right away. Under W. Va. Code § 31D-14-1403, the Secretary of State issues the certificate of dissolution only after receiving notice from the Tax Commissioner and the Bureau of Employment Programs that the corporation's taxes, including withholding, business taxes, sales taxes and employment security payments, are paid or provided for. The corporation is dissolved when it receives that certificate.

Plan for the delay, and file final returns early so the clearances are not held up. On the federal side, file IRS Form 966 after adopting the plan to dissolve; how to dissolve a corporation has the details.

Source: West Virginia Code § 31D-14-1403 (corporate articles of dissolution)

Administrative dissolution and reinstatement in West Virginia

Most West Virginia entities file an annual report and pay a $25 fee between January 1 and June 30 each year. Missing the June 30 deadline can bring penalties and administrative dissolution. Under § 31B-8-810, the Secretary of State first sends notice by certified mail and gives 60 days to fix the problem; an LLC dissolved this way still exists, but only to wind up and notify claimants.

Reinstatement has a hard limit. Section 31B-8-811 allows an administratively dissolved LLC to apply within two years after the dissolution took effect, and the application must include a certificate from the Tax Commissioner that all taxes owed have been paid. After reinstatement the LLC carries on as if it had never been dissolved.

One detail catches owners out. Section 31B-8-810 says administrative dissolution does not end the authority of the registered agent to accept service of process, so lawsuits and official notices can still reach a dissolved West Virginia LLC through its agent. Keep the agent in place until winding up is truly finished, and keep reading what it forwards.

Source: West Virginia Code § 31B-8-811 (reinstatement)

Leaving West Virginia as an out-of-state business

A foreign LLC files a cancellation through the One Stop Business Portal for $25. Foreign corporations, voluntary associations and business trusts file a withdrawal, and here the Secretary of State asks in writing for releases from the State Tax Department, the workers' compensation employer coverage unit and the Department of Employment Security. Those releases can take as long as two years, and the business stays liable for taxes, fees, penalties and interest until all of them arrive.

Source: West Virginia Secretary of State: cancel or withdraw an out-of-state business

West Virginia records to keep and export

Keep the filed articles of termination, the BUS-FIN confirmation and the final returns with the tax files. Federally, most income tax records matter for 3 years or more, and employment tax records for at least 4 years.

Download data from every service before cancelling it: bookkeeping, payroll, email and customer systems. See export company records before closing and business records after closing for what to keep and where.

Source: IRS: How long should I keep records?

A last check on the company's records

West Virginia businesses in trades, health care, logistics or software often hold years of work orders, case notes, dispatch logs or code. AI developers license records like these, generally de-identified and under written agreements that limit use. Whether an archive has value depends on its size, rights and privacy profile, so check before deletion. See selling company data after closing.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.