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:
The following are not distinguishing characteristics:
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.
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.
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.
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:
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.
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.
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:
Filing of Articles of Organization
The articles of Organization may be filed in the following manner:
After receiving the Certificate of Organization, there are a few more steps to be followed before commencing business. The steps in brief are: