How to change Change Sole Proprietorship to LLC West Virginia
West Virginia Business Corporation Act (WVBCA) provides two types of business entities: sole proprietorships and corporations. A corporation is a separate legal entity from its owners; whereas a sole proprietorship is not. If you want to incorporate your business, then you should consult a lawyer who specializes in WV law. However, if you want to convert your sole proprietorship into an S-Corp, you don’t need a lawyer. You only need to follow these steps:
Step 1: File Articles of Organization
The first step to converting your sole proprietorship into a C-Corp. is filing articles of organization with the state. To do this, you need to file Form #100 with the Secretary of State.
Step 2: Prepare Articles of Incorporation
After you have filed the articles of organization, you need to prepare the articles of incorporation. You can use the sample articles of incorporation provided by the Secretary of State. These articles provide detailed information about how to set up your company. You may want to hire a lawyer to help you draft your own articles of incorporation.
Step 3: Obtain Tax ID Number
Once you have prepared the articles of incorporation, you need to obtain a tax identification number.
Step 4: Register Your DBA Name
You now need to register your company name as a domestic business name (DBA).
Step 5: Pay Annual Fees
Every year, you need to pay annual fees to maintain your status as a registered DBA.
Step 6: Apply for an Employer Identification Number (EIN)
If you plan to accept payroll taxes, you must apply for an employer identification number (EIN).
Step 7: Open Bank Account
Filing an Amendment is easy, and there are different ways to do it. You can file an amendment online using our free software or download a paper copy of the form and fill out the information yourself. If you decide to print off the form, just sign it. Once you have filled out the form, please mail it to us at: West Virginia Secretary of State, P.O. Box 8001, Charleston, WV 25305. Please include $2.00 postage per envelope. We cannot accept cash payments.
How much does it cost to alter a West Virginia Limited Liability Company?
The state of West Virginia offers tax incentives to encourage people to incorporate in the state. One such incentive includes allowing companies to pay less taxes on their profits. However, there are limits to how many times a company can use the exemption. If you plan on forming an LLC in West Virginia, it might be worth considering paying an attorney to draft up an amendment to help save money on future filings.
How long does it take the state to process a West Virginia Limited Liability Company amendment?
The West Virginia Secretary of State’s Office has received over 20,000 amendments since January 2017. In fact, there are now more amendments being filed than ever before. This is because the General Assembly passed legislation allowing LLC owners to amend their operating agreements without filing a lawsuit. As such, many people are taking advantage of this new law. However, there are some important things you need to know about amending an operating agreement.
Filing an Amendment
All amendments must be filed with your local secretary of state office. Once you locate your office, look up your name and address in the online database. Call your office and ask for assistance if you cannot find your information.
You can submit an amendment electronically via the Online Business Services portal. To do so, log into the portal and select Amending Your Operating Agreement. Then follow the instructions to fill out the form and upload your documents.
Print it out and send it along with your supporting documentation. Make sure to include a copy of your original operating agreement.
Amendments Must Be Filed With the Secretary of State
Once you complete the amendment and submit it to your local office of the Secretary of State, the office will review the document and determine whether it meets the requirements outlined in W.Va. Code §31A-1-101 et seq. If the amendment passes muster, the office will forward it to the Division of Corporations for processing.
How will you receive your West Virginia LLC amendment back?
Filing an amendment doesn’t require any special forms. You can file via fax or mail or make it personally delivered to the Secretary of State. However, you must pay filing fees by either check or money order. If you don’t have access to a printer, you can use a copy machine to print out the form. Once you’ve filed your amendment, you’ll receive a confirmation email with instructions on how to amend your articles of organization.
What state agency do you file an amendment with?
If you want to change the name of your limited liability company (LLC), you must amend your articles of organization. If you want to add members to your LLC, you must amend the articles of organization. And if you want to change the address where you are filing your federal tax return, you must amend your Articles of Organization.
This article explains what you need to know about amending your Articles of Organization.
Can you update the West Virginia LLC to replace the managers or members?
Your LLC must be registered before we can change its Articles of Organization. You’ll need to file a separate application to amend your articles of incorporation. If you’re filing an amendment to correct the name of one of your officers, you’ll need to provide proof of the officer’s resignation or removal.
Amending your articles of organization does not require a separate application. However, it does mean you’ll need to file an Amendment Application with the Secretary of State’s Office. This process requires you to pay $25 per person ($50 for corporations). You can download the forms here.
You must submit your amended articles of organization within 30 days of the date you filed your original articles of organization.
Is it possible to modify West Virginia registered agent?
The West Virginia Secretary of State’s office allows amendments to be filed online. Amendments are used when there is a change in ownership of a corporation, partnership, limited liability company or LLC. This includes changes in name, address, principal place of business, state of incorporation, date of formation, type of entity, number of authorized shares, shareholders, directors, officers or managers.
In addition to filing an amendment online, you can submit it via mail or fax. If you file via mail or fax, you will receive a confirmation email containing a link to download the completed document.
Can the principal office and mailing addresses be changed on an LLC amendment?
The West Virginia Secretary of State’s Office says it cannot accept amendments to limited liability companies (LLCs). A recent question asked whether an LLC could amend its articles of organization to change its principal office address and/ or mailing address.
An LLC amendment must comply with WV Code §31A-3-104(a)(1), which states that “the secretary shall refuse to file… amendment unless it complies with the requirements of this article.” An amendment that does not meet those requirements is invalid.
West Virginia Code § 31A-4-101(b) allows an LLC to make changes to its articles of organization without filing an amendment. However, an amendment is required to change the name of the LLC, add members, or change the number of authorized shares.
WV Code §31A5102 provides that “he principal place of business of a domestic limited liability company is the state where it maintains its registered office.” This code section does not guide how to determine an LLC’s principal place of business.
In addition, WV Code §31C-2-103(c) requires an LLC to maintain a registered agent in each jurisdiction where it conducts business. If an LLC fails to do so, the LLC is subject to penalties under WV Code §§31C-2-301 and -302.
An LLC must submit a new amendment if it wants to change its principal office or mailing address.
Frequently Asked Questions
How Do LLCs Pay Taxes in West Virginia
LLCs are considered separate legal entities from their owners. As such, they are subject to different taxation rules than sole proprietorships. For example, you cannot deduct personal expenses like mortgage payments and charitable contributions from your personal return. However, you can take a deduction for those same costs against the profits of your LLC. Additionally, since it is a separate entity, your LLC does not have to pay payroll taxes.
In addition to filing annual reports with the state, LLCs must file quarterly returns with the IRS. These filings include information about the amount earned and spent during the quarter, along with the names and addresses of the members. If your LLC earns $5,000 in profit during the quarter, you must pay 25% of that amount in taxes.
How long does it take to start an LLC in West Virginia?
To form an LLC in West Virgina, it normally takes 5 to 10 days for the LLC paperwork and filing fees to be approved by the state secretary of state’s office. But there are ways to speed up the process. For example, you could pay $1,500 to file the papers electronically, rather than paying the usual fee. If you do decide to go that route.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.
