How to Close or Dissolve an LLC in West Virginia: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in West Virginia?

Dissolving an LLC in West Virginia is the formal legal process of ending a limited liability company’s existence once dissolution documents are filed with and accepted by the West Virginia Secretary of State – Business & Licensing Division. Simply stopping operations, becoming inactive, or abandoning the LLC does not legally close the company.

Dissolution generally involves completing wind-down activities, filing Articles of Dissolution, settling debts and obligations, distributing remaining assets under West Virginia law or the operating agreement, and filing final federal and West Virginia tax returns so the LLC is removed from state records.

2. When Should You Close or Dissolve a West Virginia LLC?

You should close or dissolve a West Virginia LLC when the business has permanently stopped operating, no longer intends to generate revenue, or has fulfilled the purpose for which it was formed. Voluntary dissolution formally ends the LLC’s legal existence with the West Virginia Secretary of State – Business & Licensing Division and stops the state from recognizing the company as an active business entity for administrative, registration, or legal record purposes.

This section explains voluntary dissolution, which is initiated by the LLC’s members or managers. Voluntary dissolution is different from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance, such as failing to maintain a registered agent or satisfy required state obligations. Choosing voluntary dissolution allows owners to control the timing of closure, properly wind down operations, address outstanding obligations, and reduce the likelihood of future notices, penalties, or legal exposure.

Common situations where dissolving a West Virginia LLC is appropriate

1. Business inactivity: the LLC has ceased operations and does not plan to conduct business in West Virginia or any other jurisdiction
2. Member-approved closure: the members have agreed to permanently close the LLC in accordance with the operating agreement or West Virginia law
3. Business restructuring: the LLC is merging, converting to another entity type, or transitioning to a different organizational structure
4. Inability to continue operations: loss of required licenses, key contracts, funding, or overall business viability
5. Preventive closure: formally dissolving the LLC to avoid ongoing state correspondence, unresolved compliance matters, or future administrative complications

3. Things to Do Before Dissolving an LLC in West Virginia

Before dissolving an LLC in West Virginia, it is recommended to complete certain practical wind-down steps to ensure the business is closed properly and does not leave unresolved legal, tax, or administrative matters. While West Virginia does not require a certificate of good standing or prior tax clearance before filing Articles of Dissolution, addressing outstanding obligations in advance can help reduce the risk of post-dissolution notices, penalties, or follow-up issues.

The steps below are recommended best practices, not statutory filing requirements under West Virginia law. Completing them before submitting dissolution documents helps support an orderly closure before the LLC is formally dissolved with the West Virginia Secretary of State – Business & Licensing Division.

Pre-dissolution checklist (recommended best practices)

1. Review the operating agreement: confirm any member approval requirements, voting thresholds, or dissolution procedures outlined in the LLC’s operating agreement or, if none exists, under West Virginia law
2. Approve and document the dissolution: obtain formal approval from members and document the decision in written resolutions or meeting minutes for legal, tax, and record-keeping purposes
3. Resolve outstanding debts and liabilities: pay or make reasonable provision for obligations owed to creditors, vendors, employees, contractors, and service providers before dissolution
4. Wind down business operations: complete or terminate open contracts, notify customers where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review West Virginia tax registrations and obligations: determine whether the LLC has any active tax accounts with the West Virginia State Tax Commission, such as sales and use tax or employer withholding tax, and ensure required filings and payments are completed or accounts are properly closed
6. Review federal tax filing requirements: confirm all required federal filings associated with the LLC’s EIN are current and determine whether any final federal income, employment, partnership, or information returns are required based on the LLC’s federal tax classification
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes. BOI reporting is a federal requirement and applies independently of West Virginia dissolution filings
8. Prepare and retain final records: organize financial records, tax filings, member approvals, and dissolution-related documents for future reference, verification, or audit purposes

These steps are recommended best practices and are not required by West Virginia before filing Articles of Dissolution. West Virginia requires only the filing of Articles of Dissolution to legally close a domestic LLC, but completing these steps helps reduce the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in West Virginia

Closing or dissolving an LLC in West Virginia is the formal legal process of ending the company’s existence with the West Virginia Secretary of State – Business & Licensing Division. Simply stopping operations, closing accounts, or allowing the LLC to remain inactive does not legally close the business. An LLC remains active in West Virginia records until Articles of Dissolution are properly filed with and accepted by the state.

Key point: West Virginia requires only one state filing to dissolve a domestic LLC—Articles of Dissolution. The state does not require tax clearance, certificates of good standing, or proof of paid taxes before dissolution. Completing recommended wind-down steps helps reduce the risk of post-dissolution notices, compliance issues, or follow-up inquiries.

1. Approve the dissolution (required by governing rules): obtain approval from LLC members or managers as required by the operating agreement or, if none exists, under West Virginia law, and document the decision in written resolutions or meeting records.
2. Complete wind-down activities (recommended): settle outstanding debts and liabilities, complete or terminate contracts, notify creditors or customers where appropriate, and formally cease all business operations.
3. Review West Virginia tax registrations (recommended): determine whether the LLC has any active tax accounts with the West Virginia State Tax Commission, such as sales tax or employer withholding tax, and ensure required filings and payments are completed or accounts are properly closed.
4. Review federal tax and reporting obligations (recommended): confirm that all required federal filings associated with the LLC’s EIN are complete and determine whether any final income, employment, partnership, or information returns are required.
5. Prepare the Articles of Dissolution (legally required): complete the Articles of Dissolution, the official filing used to terminate the LLC’s legal existence under West Virginia law.
6. File the Articles of Dissolution (legally required): submit the Articles of Dissolution online with the West Virginia Secretary of State – Business & Licensing Division. The state filing fee is $50 for a domestic LLC dissolution. Online filings are typically processed within several business days when complete.
7. Confirm dissolution status (recommended): retain proof of filing and verify that the LLC’s status shows “Dissolved” in West Virginia business records, confirming the company is no longer active.

5. DIY vs Professional LLC Dissolution Services

West Virginia LLC owners may dissolve their business either independently or with professional assistance. West Virginia’s dissolution process is generally straightforward—many single-member or inactive LLCs with no outstanding debts or unresolved obligations can complete the process on their own by filing Articles of Dissolution (Domestic LLC) online with the West Virginia Secretary of State – Business & Licensing Division.

Professional dissolution assistance is optional under West Virginia law and is not required to legally dissolve an LLC. Whether support is useful depends on the LLC’s ownership structure, unresolved obligations, prior administrative history, or the owner’s comfort managing final compliance and wind-down responsibilities.

Factors that may increase the complexity of dissolving a West Virginia LLC

1. Multiple members or unclear voting, approval, or dissolution provisions in the operating agreement
2. Outstanding debts, contracts, lawsuits, or unresolved creditor claims
3. Open state or federal tax accounts, prior administrative dissolution, or incomplete wind-down activities

Situations where professional dissolution assistance may be helpful

1. Reducing the risk of overlooked wind-down steps, unresolved obligations, or post-dissolution notices
2. Assistance reviewing West Virginia-specific filings, including Articles of Dissolution (Domestic LLC), and final compliance considerations
3. Added confidence that the LLC is properly dissolved and no longer subject to ongoing administrative correspondence

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set clear expectations when closing or dissolving an LLC in West Virginia. The dissolution process is handled through the West Virginia Secretary of State – Business & Licensing Division and is completed online. Once the Articles of Dissolution are submitted and accepted, the LLC is formally closed under West Virginia law.

West Virginia LLC dissolution filing fee

West Virginia charges a $50 state filing fee to dissolve a domestic LLC. Articles of Dissolution are filed online with the West Virginia Secretary of State – Business & Licensing Division. West Virginia does not require tax clearance, certificates of good standing, or prior approval from the West Virginia State Tax Commission before a dissolution filing.

Processing time

Articles of Dissolution filed online are typically processed within several business days when complete and accurate. Processing times may vary based on system volume, but no mailing or in-person filing is required.

When dissolution becomes legally effective

A West Virginia LLC is officially dissolved once the West Virginia Secretary of State – Business & Licensing Division accepts and records the Articles of Dissolution. At that point, the LLC’s status changes to “Dissolved”, and the company is no longer an active West Virginia business entity.

After approval: what to keep and verify

After dissolution is complete, retain copies of the filed Articles of Dissolution and any online confirmation issued by the state. These records may be needed for tax filings, banking closures, contract terminations, audits, or compliance verification.

If you prefer assistance with document preparation, filing review, or final compliance considerations, FormLLC can help ensure your West Virginia LLC dissolution is completed accurately and without unnecessary follow-up issues.

7. Final Tax Filings and Compliance Related to Dissolution

Although West Virginia does not require tax clearance or prior approval before an LLC can be dissolved, owners should complete any applicable final tax filings and properly close related tax accounts. Completing these steps helps reduce the risk of future notices, penalties, or enforcement actions after the LLC has been formally dissolved.

West Virginia state-level tax and closure steps

• Review active West Virginia tax registrations: determine whether the LLC has any open tax accounts with the state, such as West Virginia income tax filings, sales and use tax, employer withholding tax, or unemployment insurance contributions, if applicable, and confirm whether filings or payments are required through the date business activities ended.
• Resolve outstanding West Virginia tax obligations: identify and pay any unpaid state taxes—such as sales tax or employer withholding—if applicable, along with any required penalties or interest.
• File final West Virginia tax returns (if applicable): submit any required final state tax filings with the West Virginia State Tax Commission and clearly mark them as final where appropriate. While tax clearance is not required for dissolution, state tax accounts should still be properly closed.
• Close West Virginia tax accounts: formally close or update any active state tax registrations—such as sales and use tax, employer withholding, or unemployment insurance accounts, if applicable—to prevent future filing or reporting obligations.
• Cancel state and local licenses or permits: terminate any West Virginia state or local business licenses, permits, or registrations associated with the LLC to avoid renewal notices, assessments, or unnecessary fees.

Federal tax and record-keeping considerations

• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification and structure.
• Retain dissolution and tax records: keep copies of final tax filings, confirmation of account closures, and the filed Articles of Dissolution for future reference, verification, audits, or compliance inquiries.

8. What Happens If You Don’t Properly Dissolve an LLC in West Virginia?

Simply ceasing business operations does not legally close an LLC in West Virginia. Until Articles of Dissolution are filed with and accepted by the West Virginia Secretary of State – Business & Licensing Division, the LLC continues to exist as a legal entity in West Virginia’s business records—even if the company is inactive or no longer conducting operations.

Failure to complete a voluntary dissolution may expose owners to continued legal, financial, and administrative risk. This is different from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance, such as failing to maintain a registered agent or meet required state obligations. Administrative dissolution is a state enforcement action and does not properly close the business or eliminate existing debts, contracts, or tax obligations.

Common consequences of not properly dissolving a West Virginia LLC

• Continued legal existence: Without filed Articles of Dissolution, the LLC remains listed as active in West Virginia Secretary of State – Business & Licensing Division records.
• Ongoing tax and registration obligations: If state tax accounts or registrations remain open, the LLC may continue to be responsible for West Virginia tax filings, business registrations, or account maintenance with the West Virginia State Tax Commission until the entity is properly dissolved and related accounts are closed.
• Ongoing state correspondence: Inactive LLCs may continue to receive notices, reminders, or enforcement communications from West Virginia agencies.
• Unresolved liabilities: Administrative dissolution does not eliminate responsibility for unpaid debts, contracts, or state and federal tax obligations.
• Member and financial exposure: Incomplete wind-down activities or unresolved claims can create ongoing legal or financial risk for LLC members.
• Future filing complications: Improperly closed LLCs may face delays or additional requirements when reinstating, dissolving later, or forming new businesses in West Virginia.

9. Closing a Foreign LLC Registered in West Virginia

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in West Virginia. If a foreign LLC no longer conducts business or has permanently ceased operations in West Virginia, it must formally withdraw its registration to end its legal authority to transact business in the state.

Withdrawal vs. dissolution

West Virginia does not recognize a “foreign LLC dissolution.” Instead, a foreign LLC must file for withdrawal to terminate its authority to conduct business in the state. Withdrawal does not dissolve the LLC in its home state—it only ends the company’s legal presence in West Virginia.

To withdraw, the LLC must file an Application for Withdrawal (Foreign LLC) with the West Virginia Secretary of State – Business & Licensing Division. Any dissolution or permanent closure of the LLC itself must be completed separately under the laws of the state or jurisdiction where the LLC was originally formed.

Common requirements to withdraw a foreign LLC from West Virginia

• File an Application for Withdrawal (Foreign LLC) with the West Virginia Secretary of State – Business & Licensing Division
• Pay the applicable West Virginia state filing fee of $50 for foreign LLC withdrawal, as set by the West Virginia Secretary of State – Business & Licensing Division at the time of filing
• Resolve any outstanding West Virginia tax obligations, if applicable, such as West Virginia income tax, sales tax, employer withholding tax, or unemployment insurance contributions, through the West Virginia State Tax Commission
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required by that jurisdiction

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in West Virginia
• Registration with the West Virginia Secretary of State – Business & Licensing Division ends, and the LLC is removed from West Virginia’s active business records
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future business registrations

10. Conclusion

Closing or dissolving an LLC in West Virginia is a formal legal step that permanently ends the business’s legal existence under state law. Simply stopping operations is not sufficient—an LLC continues to exist in West Virginia records until Articles of Dissolution are filed with and accepted by the West Virginia Secretary of State – Business & Licensing Division.

By completing recommended wind-down steps, addressing any remaining tax or compliance obligations, and filing Articles of Dissolution, LLC owners can close their businesses with confidence and reduce the risk of future notices or follow-up issues. Although West Virginia’s dissolution process is relatively straightforward and completed online, accuracy is important. If you prefer guided assistance, FormLLC can help ensure your West Virginia LLC is dissolved properly and without unnecessary delays.