West Virginia LLC Law: A Business Owner’s Guide to Chapter 31B
Updated for 2026
If you own a limited liability company in West Virginia, or you are thinking about starting one, Chapter 31B of the West Virginia Code is one of the most important laws governing your business.
Known as West Virginia’s Uniform Limited Liability Company Act, Chapter 31B addresses how LLCs are formed, how they are managed, the relationship between members and managers, liability protection, ownership transfers, disputes between members, dissolution, mergers, foreign LLCs, professional LLCs, and other important issues.
And West Virginia LLC law continues to evolve.
In 2026, West Virginia added a new Uniform Protected Series Act to Chapter 31B and changed its business reporting laws to permit qualifying businesses to elect biennial reporting. For business owners, that makes this a good time to review not only whether your LLC is properly registered, but whether its operating agreement and ownership structure still fit the business you actually operate.
Below is a practical guide to some of the most important provisions of West Virginia Code Chapter 31B.
What Is West Virginia Code Chapter 31B?
Chapter 31B is the principal statutory framework governing limited liability companies in West Virginia.
The statute is divided into fourteen articles covering subjects that include:
LLC formation and organization;
relationships between members, managers, and third parties;
relationships among members and the LLC;
ownership transfers and creditor rights;
member dissociation;
dissolution and winding up;
mergers and conversions;
foreign LLCs doing business in West Virginia;
derivative actions;
professional LLCs; and
protected series LLCs.
For a business owner, however, knowing that Chapter 31B exists is only the beginning. The more important question is how those default statutory rules interact with your articles of organization, operating agreement, contracts, ownership structure, and actual business practices.
How Do You Form an LLC in West Virginia?
A West Virginia LLC is generally created by filing Articles of Organization with the West Virginia Secretary of State.
The LLC's name must comply with West Virginia law. Under W. Va. Code § 31B-1-105, the name generally must include "limited liability company," "limited company," or an authorized abbreviation such as "LLC," "L.L.C.," "LC," or "L.C." The name must also generally be distinguishable from other names appearing in the Secretary of State's records.
Formation, however, should not be confused with planning.
Filing Articles of Organization creates the entity. It does not necessarily answer important questions such as:
Who owns what percentage of the company?
Who contributed money, property, intellectual property, or services?
Who has authority to sign contracts?
Can one member bind the LLC without the others?
What decisions require unanimous approval?
How are profits distributed?
What happens if a member wants out?
Can an owner sell an interest to a third party?
What happens if an owner dies, divorces, becomes disabled, or files bankruptcy?
How is the business valued during a buyout?
What happens when the owners can no longer work together?
Those questions are where an operating agreement becomes particularly important.
Does a West Virginia LLC Need an Operating Agreement?
West Virginia LLC owners should strongly consider having a written operating agreement even when their company seems simple.
An operating agreement functions as the internal rulebook for the business. When the agreement properly addresses an issue, it can provide predictability before a disagreement develops. When it does not, Chapter 31B's statutory rules may determine the result.
A well-designed operating agreement may address matters including:
Ownership and contributions. The agreement can document ownership interests and what each member is expected to contribute.
Voting and management. It can establish which decisions can be made by individual managers or members and which require approval from some or all owners.
Distributions. It can address when and how company cash will be distributed.
Transfers. It can restrict an owner's ability to transfer an interest to an outsider and establish rights of first refusal or other buy-sell mechanisms.
Death and disability. It can provide a process for handling an owner's death or long-term inability to participate.
Deadlock. A multi-member LLC should consider what happens when owners cannot agree on an important decision.
Exit and valuation. A carefully drafted agreement can establish how an ownership interest will be valued and purchased when an owner leaves.
For closely held businesses, these provisions can be significantly more important than the document initially filed to create the LLC.
Are West Virginia LLC Owners Personally Liable for Company Debts?
One of an LLC's primary features is separation between the company and its owners.
W. Va. Code § 31B-3-303 generally provides that an LLC's debts, obligations, and liabilities are those of the company and that a member or manager is not personally liable solely because that person is a member or manager.
West Virginia's statute is particularly noteworthy because the Legislature amended § 31B-3-303 in 2022 and expressly stated its intent to modify the application of the corporate veil-piercing analysis from Joseph Kubican v. The Tavern, LLCto certain claims involving LLCs.
That does not mean an LLC makes its owners immune from every possible form of personal liability.
For example, creating an LLC does not necessarily eliminate liability arising from a member's own conduct, contractual obligations undertaken individually, or a personal guaranty.
That distinction matters.
Signing a lease or loan as the authorized representative of an LLC is different from personally guaranteeing the LLC's obligations. Business owners should understand what they are signing and in what capacity before entering significant contracts.
Member-Managed vs. Manager-Managed LLCs in West Virginia
Another important decision is determining who has authority to operate the company.
A member-managed LLC generally places management authority with the company's owners.
A manager-managed LLC instead places management authority with one or more designated managers.
Neither approach is automatically better. The right structure depends on the business.
A small company with two owners who both actively work in the business may prefer member management. A business with passive investors, multiple family owners, outside capital, or more complicated operations may benefit from centralized management.
Whatever structure is selected, the company's governing documents should clearly define authority.
Ambiguity about who can borrow money, sell assets, hire employees, execute contracts, or make major financial decisions can become expensive when relationships deteriorate.
West Virginia LLC Annual and Biennial Reports: A Major 2026 Change
This is an area where older online information about West Virginia LLCs may now be incomplete.
Historically, West Virginia LLCs generally filed annual reports and paid a $25 annual report fee. In 2026, West Virginia amended its law to allow for an election of biennial reporting, with a $50 biennial report fee.
The amendments concerning the biennial reporting election took effect July 1, 2026.
This change does not excuse reporting obligations that arose before the new law took effect. Business owners should confirm their current filing status and determine which reporting schedule applies to their company.
Missing required state filings can create unnecessary problems for an otherwise healthy business.
What Happens When an LLC Owner Wants Out?
Forming an LLC is usually the easy part.
The harder questions often arise years later when one owner wants to leave.
Chapter 31B contains detailed provisions dealing with member dissociation, what happens to a member's interest following dissociation, transfers of economic interests, and the rights of creditors.
But business owners do not have to leave every issue to statutory default rules.
A comprehensive operating agreement can anticipate common exit scenarios and establish procedures for dealing with them before emotions, money, and litigation become involved.
For example, an agreement might address:
voluntary withdrawal;
retirement;
death;
disability;
termination of employment;
misconduct;
bankruptcy;
divorce;
attempted transfers;
owner deadlock; and
purchase of a departing member's interest.
The agreement can also establish a valuation methodology instead of forcing the parties to fight over what the company is worth after a dispute begins.
Can Someone Transfer Their West Virginia LLC Ownership?
LLC ownership interests are not always as freely transferable as shares of publicly traded stock.
Chapter 31B distinguishes between economic or distributional interests and the governance rights associated with membership.
This becomes particularly important when an owner wants to sell an interest, gives an interest away, dies, goes through a divorce, or has a creditor attempt to reach that owner's economic interest.
A good operating agreement should therefore answer two separate questions:
Who is entitled to receive the economic benefits associated with an ownership interest?
Who is actually entitled to become a member and participate in management?
Those are not necessarily the same thing.
What Happens During a West Virginia LLC Ownership Dispute?
LLC disputes often begin with a disagreement that the operating agreement never anticipated.
Common disputes include allegations involving:
unauthorized distributions;
misuse of company funds;
exclusion from management;
access to company records;
competing businesses;
unauthorized contracts;
ownership percentages;
compensation;
valuation;
fiduciary obligations;
member dissociation; and
dissolution of the company.
The first step in analyzing a West Virginia LLC dispute is usually to examine the operating agreement, articles of organization, amendments, company records, relevant contracts, and Chapter 31B together.
The answer is rarely found in a single document.
For businesses that have outgrown a basic operating agreement downloaded when the company was formed, a periodic legal review can identify these problems before they turn into litigation.
How Do You Dissolve a West Virginia LLC?
Chapter 31B also establishes rules governing dissolution and winding up.
Closing an LLC involves more than simply stopping operations.
Depending upon the circumstances, winding up may involve collecting accounts receivable, addressing creditors, terminating contracts, selling or distributing property, resolving taxes, distributing remaining assets, and completing required state filings.
Companies with multiple members should also review their operating agreement carefully because it may establish contractual procedures for dissolution in addition to the statutory framework.
If the owners disagree about whether or how the company should be dissolved, the situation can become a business litigation matter rather than a routine filing.
Foreign LLCs Doing Business in West Virginia
Businesses formed outside West Virginia may also need to consider Chapter 31B.
Article 10 governs foreign limited liability companies.
Importantly, not every connection to West Virginia necessarily means that a foreign LLC is "transacting business" in the state for purposes of registration. W. Va. Code § 31B-10-1003 identifies several activities that, standing alone, do not constitute transacting business, including maintaining bank accounts, conducting internal company meetings, and maintaining or defending certain legal proceedings.
Businesses expanding into West Virginia should determine whether their activities require foreign qualification rather than assuming either that registration is always required or that their out-of-state formation is sufficient.
New for 2026: West Virginia Protected Series LLCs
One of the most significant recent developments in West Virginia LLC law is the addition of Article 14, the Uniform Protected Series Act, to Chapter 31B.
A protected series structure can allow a series LLC to establish separate protected series within the larger company structure.
Under W. Va. Code § 31B-14-103, a protected series is legally distinct from the series limited liability company itself, other protected series, members, and certain transferees, subject to the provisions of the Act.
This structure could be relevant to businesses holding multiple assets, properties, investments, or distinct operations, but it also introduces additional legal, accounting, tax, recordkeeping, financing, and operational considerations.
Business owners considering a protected series structure should evaluate the entire structure rather than simply asking whether West Virginia law now permits one.
What About FinCEN Beneficial Ownership Reporting?
Federal beneficial ownership rules have changed substantially since the Corporate Transparency Act originally took effect.
As of 2026, FinCEN states that companies created in the United States are exempt from federal Beneficial Ownership Information reporting requirements under its current rule. Certain foreign entities registered to do business in the United States remain subject to the federal reporting regime.
This is an important update because older articles, formation checklists, and online instructions may still tell newly formed domestic LLCs that they must submit a BOI report to FinCEN.
Business owners should rely on current requirements rather than outdated formation guidance.
Forming an LLC Is Only the Beginning
A West Virginia LLC is not simply a filing with the Secretary of State.
For many businesses, the real legal work involves building the structure around the entity:
a properly drafted operating agreement;
ownership and voting rules;
buy-sell provisions;
contracts;
employment arrangements;
succession planning;
asset protection;
intellectual property;
financing documents; and
a plan for disputes and ownership transitions.
The more valuable the company becomes, the more important those documents tend to become.
A two-member LLC worth $50,000 can often survive informal decision-making. A company worth several million dollars, employing dozens of people and supporting multiple families, presents a very different level of risk when its governing documents no longer match reality.
West Virginia LLC Frequently Asked Questions
What law governs LLCs in West Virginia?
West Virginia limited liability companies are primarily governed by Chapter 31B of the West Virginia Code, the Uniform Limited Liability Company Act.
Do I need an operating agreement for a West Virginia LLC?
Business owners should strongly consider a written operating agreement, particularly for any LLC with multiple owners. The agreement can establish ownership, management, voting, distribution, transfer, buyout, and dispute-resolution rules instead of leaving important issues unresolved.
Does a West Virginia LLC protect my personal assets?
West Virginia law generally provides that LLC debts and liabilities are obligations of the company rather than its members or managers solely because of their status as members or managers. The protection is not absolute, however, and does not automatically eliminate liability arising from matters such as personal guarantees or an individual's own conduct.
Does a West Virginia LLC still need to file an annual report?
West Virginia changed its reporting laws in 2026 to permit an election for biennial reporting. Business owners should verify which reporting schedule currently applies to their LLC and make sure the company remains in good standing.
Does my West Virginia LLC have to file a BOI report with FinCEN?
Under FinCEN's current 2026 rule, companies created in the United States are exempt from federal BOI reporting requirements. Certain foreign companies registered to do business in the United States remain subject to reporting requirements.
Does West Virginia allow series LLCs?
West Virginia enacted the Uniform Protected Series Act as Article 14 of Chapter 31B in 2026, establishing a statutory framework for protected series.
Can an LLC operating agreement be changed?
Often, yes. The appropriate procedure depends on the existing agreement, the company's ownership structure, and applicable law. Businesses should review their operating agreements as ownership, revenue, assets, or operations become more complicated.
West Virginia Business Lawyers for LLC Formation, Governance, and Disputes
The best time to address an LLC ownership problem is usually before the owners disagree.
The Skeen Firm advises business owners on LLC formation, operating agreements, business transactions, ownership disputes, business litigation, restructuring, and related matters in West Virginia, Pennsylvania, and Ohio.
If your business has grown beyond the documents you started with, you are adding an owner, buying or selling a business, facing an ownership dispute, or simply want to know whether your company's legal structure still makes sense, we can help you evaluate the next step.
Everyday Legal Advice®. Practical Counsel for Growing Businesses.
Call 724-250-8841 or Book a Discovery Call.
This article is provided for general informational purposes only and is not legal advice. Reading this article does not create an attorney-client relationship. Laws and regulations change, and their application depends on the specific facts involved.
