What is a Foreign LLC in West Virginia – Definition and Filing


Steve Bennett
Steve Bennett
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If you have an LLC in West Virginia and want to expand your business beyond West Virginia, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in West Virginia, must file a foreign LLC in West Virginia. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the West Virginia government.

In this article, you’ll be reading about how to start a foreign LLC in West Virginia. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in West Virginia after you form it.

Forming a Foreign LLC in West Virginia

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in West Virginia, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for West Virginia) and wants to expand their operations in West Virginia can file their LLC as a foreign entity. To start a foreign LLC in West Virginia, you need to register it with the West Virginia Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in West Virginia for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in West Virginia. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

llc formation document

Before you proceed to register your LLC in West Virginia as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in West Virginia, then you must obtain the Certificate of Existence from West Virginia Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than West Virginia must get this document to register a foreign LLC in West Virginia.

Filing Certificate of Existence: In West Virginia, you can obtain the Certificate of Good Standing in two ways, either by Online Request or you can Download Certificate of Status form. After submitting the request form (online/offline), you can make the payment and receive the document accordingly.

Step 2: Choose West Virginia Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the West Virginia Secretary of State. Your LLC’s legal name outside of West Virginia will be listed on the application, along with the name it will use in West Virginia. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in West Virginia to use. Check name availability at West Virginia’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in West Virginia when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select West Virginia Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in West Virginia, you must have a registered agent from West Virginia only. No matter where your domestic LLC is located, you must hire a registered agent from West Virginia for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in West Virginia and take note that the West Virginia Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for West Virginia Foreign LLC

The most important step is to send the application for registration with West Virginia SOS. Download the PDF form from the West Virginia Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

filing foreign llc
  • LLC’s full legal name.
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
    • DBA filing method in West Virginia: two methods, by mail and in person.
    • Online: There is no online filing available
    • Offline: For filing offline in West Virginia, you must send the accomplished DBA filing form to the West Virginia Secretary of State, Business and Licensing Division, One-Stop Business Center, 1615 East Washington Street, Charleston, WV 25311-2126 or drop it off in person at the same address.
    • DBA filing fee in West Virginia: $25
  • LLC’s principal office and mailing addresses
  • LLC formation state and date.
  • Registered agent’s name and address in West Virginia.
  • Date when your LLC will start operations in West Virginia.
  • Credit card information is on the last page of the form for the application fee.

Online Filing

To form a foreign LLC in West Virginia following an online method, you must fill up the Online Foreign LLC Registration form. As soon as all the information are recorded, you can submit the form by clicking the ‘Submit’ button. The payment option shall come at the time of submission of the form. Make sure to pay using credit cards to the SOS official portal.

Offline Filling

Not Applicable

Foreign LLC Registration Fee in West Virginia: The West Virginia foreign LLC costs $150 for registration. This is a standard filing fee. For the expedited filing, an additional $25 ($175 in total) must be paid by using credit or debit cards.

The LLC cost in West Virginia, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between West Virginia’s domestic and foreign LLCs.

Step 5: Determine How Your West Virginia Foreign LLC is taxed

llc tax

Foreign LLCs are also subjected to the West Virginia Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in West Virginia for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in West Virginia. However, it is recommended to check with the West Virginia Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing West Virginia Foreign LLC Online – Quick Recap

  1. Get the Certificate of Existence from your home state where your LLC is originally registered
  2. Check if the name of your LLC is available in West Virginia to use for your foreign LLC. If not, file DBA name with West Virginia SOS.
  3. Get a registered agent in West Virginia to represent your foreign LLC in West Virginia. Recommended, professional help instead of being your own registered agent.
  4. File the Application of Foreign LLC with the West Virginia Secretary of State following the mentioned method(s) above.
  5. Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in West Virginia with the FinCEN.

After Forming West Virginia Foreign LLC

Here are added things you need to accomplish after forming your West Virginia Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at West Virginia Secretary of State.
  2. File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in West Virginia. Here’s everything about West Virginia LLC Annual Reports.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

How do I form a foreign LLC in West Virginia?
To form a foreign LLC in West Virginia, you must file a Foreign Limited Liability Company Application for Registration with the Secretary of State.
What information do I need to include in the Foreign LLC Application for Registration in West Virginia?
You will need to provide the name of your LLC, the jurisdiction where it was originally formed, its principal office address, and the name and address of its registered agent in West Virginia.
Is there a fee to register a foreign LLC in West Virginia?
Yes, there is a fee for filing the Foreign LLC Application for Registration in West Virginia. The fee amount varies and you can check the current fee schedule on the Secretary of State’s website.
Can I use a PO Box address for the principal office of my foreign LLC in West Virginia?
No, a PO Box address is not acceptable for the principal office of your foreign LLC in West Virginia. You must provide a physical street address.
How long does it take to process the registration of a foreign LLC in West Virginia?
The processing time for registering a foreign LLC in West Virginia can vary, but typically it takes around 5-10 business days for the application to be processed.
Do I need to publish a notice of my foreign LLC registration in a newspaper in West Virginia?
No, there is no requirement to publish a notice of your foreign LLC registration in a newspaper in West Virginia.
Can I change the name of my foreign LLC when registering in West Virginia?
If your LLC is operating under a different name in another jurisdiction, you can choose to operate under that name in West Virginia as well, as long as it is available for use.
Do I need to obtain a business license to operate a foreign LLC in West Virginia?
Depending on the nature of your business activities, you may be required to obtain a business license or permit from the relevant local authorities in West Virginia.
Can I serve as the registered agent for my foreign LLC in West Virginia?
Yes, you can serve as the registered agent for your foreign LLC in West Virginia as long as you have a physical address in the state where legal documents can be served.
Do I need to file an annual report for my foreign LLC in West Virginia?
Yes, foreign LLCs are required to file an annual report with the Secretary of State in West Virginia. The report is due by July 1st each year.
Can I convert my foreign LLC into a West Virginia LLC?
Yes, you can convert your foreign LLC into a West Virginia LLC by filing the necessary paperwork with the Secretary of State in West Virginia.
What is the tax implications of forming a foreign LLC in West Virginia?
Foreign LLCs operating in West Virginia may be subject to state income tax, depending on their level of business activity in the state. It is recommended to consult with a tax professional for guidance.
Can I have a virtual office as the principal office of my foreign LLC in West Virginia?
A virtual office may be used as the principal office of your foreign LLC in West Virginia, as long as it is in compliance with the state’s laws and regulations.
Can I register a foreign professional LLC in West Virginia?
Foreign professional LLCs, such as those formed by licensed professionals like doctors or lawyers, are required to meet specific licensing requirements in West Virginia. It is advisable to consult with the appropriate licensing board.
Do foreign LLCs in West Virginia need to obtain a state tax ID number?
Yes, foreign LLCs operating in West Virginia are required to obtain a state tax ID number for tax purposes.
Can I apply for a business license for my foreign LLC online in West Virginia?
Yes, you can apply for a business license for your foreign LLC online through the West Virginia Secretary of State’s website.
Are there any restrictions on the type of business activities foreign LLCs can engage in West Virginia?
Foreign LLCs are generally allowed to engage in any legal business activities in West Virginia, as long as they comply with all state and local laws and regulations.
Can a foreign LLC in West Virginia open a bank account?
Yes, foreign LLCs can open a bank account in West Virginia to conduct business and manage their finances. It is advised to have all necessary registration documents available when opening the account.
Do foreign LLCs in West Virginia need to carry workers’ compensation insurance?
Foreign LLCs in West Virginia that employ workers are generally required to carry workers’ compensation insurance for their employees.
Can a foreign LLC be involved in real estate transactions in West Virginia?
Yes, foreign LLCs can purchase, own, and sell real estate property in West Virginia, but they may need to register with the West Virginia Real Estate Commission if engaging in real estate brokerage activities.
Can I use an online legal service to register my foreign LLC in West Virginia?
While many online legal services offer assistance with LLC registration, it is recommended to consult with an experienced attorney familiar with West Virginia’s laws and regulations for proper guidance.
Do foreign LLCs in West Virginia need to file an annual report in their home state as well?
Yes, foreign LLCs are generally required to file an annual report or equivalent documentation in their home state, as well as in any other states where they are registered to do business.
Can a foreign LLC operate in multiple states, including West Virginia?
Yes, a foreign LLC can operate in multiple states, including West Virginia, by registering as a foreign entity in each state where it wishes to conduct business.
Can a foreign LLC in West Virginia apply for grants or loans intended for local businesses?
Foreign LLCs in West Virginia may be eligible to apply for certain grants or loans available to local businesses, depending on the specific program’s eligibility criteria.
Are foreign LLC members personally liable for the business debts and obligations in West Virginia?
Like domestic LLCs, foreign LLC members in West Virginia generally enjoy limited liability protection, meaning their personal assets are typically shielded from business debts and obligations.
Are there any ongoing compliance requirements for foreign LLCs in West Virginia?
In addition to filing an annual report, foreign LLCs in West Virginia must comply with other state and local regulations, including maintaining a registered agent and updating business information as needed.
Can a foreign LLC be sued in West Virginia courts?
Yes, foreign LLCs doing business in West Virginia can be sued in the state’s courts, so it’s important to ensure all legal documents are properly served to the registered agent and that the LLC remains in good standing.
Are foreign LLCs in West Virginia required to keep financial records and receipts of their business transactions?
Yes, foreign LLCs in West Virginia are required to keep accurate financial records and receipts of their business transactions, as they may be subject to periodic audits by state authorities.
Can I form a foreign LLC in West Virginia?
Yes, you can form a foreign LLC in West Virginia by filing an Application for Certificate of Authority with the Secretary of State.
What is required to form a foreign LLC in West Virginia?
To form a foreign LLC in West Virginia, you will need to file the appropriate application, pay the filing fee, and appoint a registered agent in the state.

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In Conclusion

Having a foreign LLC in West Virginia is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in West Virginia does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in West Virginia, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in West Virginia can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in West Virginia is a success.

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