The law relating to the incorporation of Limited Liability Company is governed by the Chapter 31B Uniform Limited Liability Company Act.

PROCEDURE OF INCORPORATION AN LIMITED LIABILITY COMPANY

AVAILABILITY OF NAME FOR THE LLC

A preliminary search needs to be conducted to know the availability of name, the name cannot be guaranteed as available until the final processing is completed at the time of filing.

The person wishing to incorporate LLC first he has to find out a suitable name available for the LLC. Following are the guidelines our office uses when checking for name availability at the time of processing a filing:

A name is distinguishable if:

1. it contains different letters, numerals or words.
2. it has a different sequence of letters or numerals from other names on the Secretary of State's records.
3. if the roots of the words are the same but the words are in a different order.

The following are not distinguishing characteristics:

1. the choice of the word indicating corporateness, e.g. corporation, inc., etc.
2. the use of articles such as "the", "an" or "a"
3. differences in punctuation
4. differences in capitalization
5. plurals or possessives
6. hyphenation or combining words
7. the words "and" and "&" are interchangeable upon the records of the Secretary of State
8. numbers in arabic, roman or as a word are treated the same.

NAME RESERVATION

The application to reserve a name of LLC using which it can run its business may be filed with the Secretary of the State. The name of a limited liability company must contain the words "Limited Liability Company" or "Limited Company," or the abbreviations "L.L.C.," "LLC," "L.C.," "LC," or "Ltd. Co." 'The word "Company" or the abbreviations "Co." or "Ltd." is not sufficient.'

However, a limited liability company formed is not required to change its name. While applying for the name of a limited liability company care shall be taken that the name so applied may not be the same as, or deceptively similar to, the name of an existing limited liability company, corporation, limited partnership, or a name that has been reserved or registered for a limited liability company, corporation or limited partnership.-

A limited liability company name may be reserved for a period of 120 days by filing with the secretary of state two copies of an application executed by the applicant or an attorney or agent for the applicant, together with the filing fee of $20.00.

ORGANIZERS

An organizer is a person who has authority to establish the company. One or more organizers are required. 'The names will remain permanently on the company record.' Unless the organizers become members or managers listed as having authority to act on behalf of the company, they will have no subsequent authority to sign filings of amendments, mergers, name changes or other filings.

COMPANY MANAGEMENT & TERM

A limited liability company may be either member-managed or manager- managed.

1. In a member-managed company, each member has equal rights in the management and conduct of the company's business.
2. In a manager-managed company, any matter relating to the business of the company, with a few exceptions, may be exclusively decided by the manager or a majority of the managers who are elected by a majority of members.

A limited liability company may set a fixed term for its existence, or it may be perpetual and exist until it is dissolved. There may be tax consequences for this decision, so it is an important one.

AUTHORITY

Any member who has authority to to execute instruments on behalf of the limited liability company must be listed in the articles of organization. It is important to include each member who may sign filings in order to prevent delays in processing documents filed on behalf of the company.

AGENT OF PROCESS

Determine who will serve as the agent for service of process -- the person who will receive certified mail on behalf of the corporation in case of a legal action. The agent must be listed with a physical address where mail can be received (not a post office box), and must be either:

1. an individual resident of West Virginia;
2. a domestic corporation; or
3. another limited liability company or a foreign corporation or foreign company authorized to do business in this state (including a corporate service company).

The agent must be someone you trust to notify you immediately should a legal action be filed against the corporation. Do not name a person or company which has not consented to act in that capacity.

PRINCIPAL OFFICE

The principal office of a West Virginia limited liability company is the executive office of the company, whether or not it is in the state.

DESIGNATED OFFICE

All limited liability companies doing business in West Virginia are required to maintain a designated office continuously within the state. The location is not required to be a place of business, but the company should be able to be contacted through the designated office. The designated office may be the same as the principal office if the principal office address is a physical location address in West Virginia.

FILING AND CONTENT OF THE ARTICLES OF ORGANIZATION

Articles of organization of a limited liability company must set forth:

1. The name of the company;
2. The address of the initial designated office;
3. The name and address of the initial agent for service of process;
4. The name and address of each organizer and of each member having authority to execute instruments on behalf of the limited liability company;
5. Whether the company is to be a term company and, if so, the term specified;
6. Whether the company is to be manager-managed and, if so, the name and address of each initial manager; and

Filing of Articles of Organization

The articles of Organization may be filed in the following manner:

1. One copy with the original signatures of the organizer(s) must be filed. If two originals are sent, one will be stamped and returned for the applicant's record. If only one is sent, there will be additional charges to obtain a copy.
2. The fee for filing is $100, plus the prorated share of the annual attorney-in-fact fee ($25 per year) for the month in which the filing is received.
3. The articles of organization must be submitted to the Business Organizations Division with check payable to the Secretary of State.

SUBSEQUENT STEPS

After receiving the Certificate of Organization, there are a few more steps to be followed before commencing business. The steps in brief are:

1. Complete the Business Registration Application for filing with the Department of Tax and Revenue.
2. This form is a combined form which will allow you to obtain your business franchise certificate and complete initial registration to comply with unemployment and worker's compensation requirements.
3. On the first page of the application, the control number entered on the top right corner of the stamped copy of your original articles must be entered. This number is used by the Tax Department to confirm the company is registered as a limited liability company.
4. Determine whether any other state licenses are required for the type of business you do. Some of the most common licenses and permit requirements are listed for your convenience with links or contact information for the agencies which issue those licenses or permits.
5. Licenses or registrations to do business may be required at the county or city level, especially in counties where your company has an office or plant location, provides services to customers on-site or conducts direct sales.