Dissolving and Winding Up an LLC in West Virginia
Business owners in West Virginia should be familiar not only with forming an LLC but also with properly dissolving and winding up their company if circumstances require.
The rules for dissolution are found in the West Virginia Code, Chapter 31B – Uniform Limited Liability Company Act. Following these statutory steps ensures that obligations are met, members are protected, and the LLC is officially closed in the eyes of the law.
When Does an LLC Dissolve in West Virginia?
Under West Virginia law, an LLC may dissolve in several ways:
Voluntary Dissolution – Members may agree to dissolve, either under the operating agreement or through statutory procedures.
Administrative Dissolution – The Secretary of State may dissolve an LLC for failing to file annual reports, pay fees, or comply with state requirements.
Judicial Dissolution – A court may order dissolution when it is no longer practicable to operate, or if disputes or misconduct make it impossible to continue.
The Winding Up Process
After dissolution, the LLC must “wind up” its business. This involves:
Ending Business Operations – The LLC may only act to close its affairs.
Notifying Creditors and Claimants – The company must notify creditors and give them an opportunity to file claims.
Paying Debts and Obligations – All liabilities, including taxes, must be satisfied.
Distributing Remaining Assets – Remaining property or funds are distributed to members as outlined in the operating agreement or by state statute.
Risks of Improper Dissolution
Improperly dissolving an LLC can leave members exposed to:
Creditor lawsuits
Unpaid tax obligations
Penalties from the West Virginia Secretary of State
How Legal Counsel Helps
At The Skeen Firm, we help West Virginia business owners manage the complexities of LLC dissolution. Our attorneys can:
Draft and file dissolution paperwork
Advise on disputes among members
Oversee creditor claims and distributions
Ensure compliance with Chapter 31B of the WV Code
If you’re searching for a West Virginia business law attorney to provide guidance on winding up an LLC in West Virginia, our team is here to protect your interests. Properly winding up your LLC ensures a clean break and safeguards against future liability.
Contact us today to learn more about dissolving an LLC in West Virginia with the help of experienced counsel.
Read about LLC dissolution in Pennsylvania here.
*Disclaimer: The advice provided is for informational purposes and is not intended as legal advice. It should not be relied on, nor construed as creating an attorney-client relationship