Every West Virginia LLC should have an Operating Agreement, but getting one doesn’t have to be expensive. You can download and customize your own Operating Agreement using our free template below.
West Virginia LLC Operating Agreement (Member-managed)
West Virginia LLC Operating Agreement (Manager-managed)
What is a West Virginia LLC Operating Agreement?
A West Virginia LLC Operating Agreement is a written contract between the LLC Members (LLC owners). This legal document includes detailed information about LLC ownership structure, who owns the company and how the LLC is managed.
Single-Member LLCs and Multi-Member LLCs should draft an Operating Agreement, keep it with their business records, and give a copy to all Members.
What should be included in LLC Operating Agreements?
Your Operating Agreement will include basic information about your Limited Liability Company. Some of the information will be the same as what is listed in your West Virginia LLC Articles of Organization. Operating Agreements should include:
- LLC Name
- LLC effective date
- West Virginia Registered Agent (if applicable)
- purpose of your LLC
- duration of your LLC
- and how your LLC will be taxed
Related Reading: Is a Registered Agent a Member of an LLC?
Your Operating Agreement will list all the LLC Members and how much of the Limited Liability Company they each own.
How much of the LLC someone owns is called their “LLC Membership Interest”.
LLC Membership Interest is most often expressed as a percentage (like 5%, 50%, 100%, etc.).
Initial Capital Contributions (putting money into your LLC)
After your LLC is approved, you should open an LLC bank account and put money into that account.
Each of the LLC Members makes an initial capital contribution. Capital contribution simply means a deposit of money into the LLC bank account.
You will list the initial capital contributions in your LLC’s Operating Agreement.
Pro tip: If you complete your Operating Agreement before you have opened an LLC bank account, just enter the amount the Members plan to deposit. If the amount of your deposit changes, it’s okay to edit your Operating Agreement with the actual amounts later.
- Related article: To learn more about capital contributions, like how much you should contribute, check out LLC Capital Contributions.
Statement about taxes
You will list how your LLC will be taxed in your Operating Agreement. There are four common ways an LLC can be taxed:
- LLC taxed as a Sole Proprietorship
- LLC taxed as a Partnership
- LLC taxed as an S-Corporation
- LLC taxed as a C-Corporation
Voting Rights of LLC Members
The rules of membership voting will be spelled out in your West Virginia LLC’s Operating Agreement.
If you use the Member-managed Operating Agreement, the voting powers are proportionate to the LLC Membership Interest.
If you use the Manager-managed Operating Agreement, the voting powers are also proportionate to the LLC Membership Interest. Then the Members vote to elect a Manager or Managers. The Manager(s) then has authority to make certain decisions on behalf of the LLC (without needing a vote by the Members).
However, certain things, like adding or removing an LLC Member, require a vote of the Members (and the Manager has no say).
Make sure all LLC Members have a copy
Once you finalize your Operating Agreement, make sure all the Members have a copy.
We recommend keeping a copy of the Operating Agreement with your LLC business records.
Operating Agreement FAQs
Is an Operating Agreement required for an LLC in West Virginia?
As per Section 31B-1-103 of the West Virginia LLC Act, an Operating Agreement isn’t required for an LLC in West Virginia.
But while it’s not required in West Virginia to conduct business, we strongly recommend having an Operating Agreement for your LLC.
Additionally, financial institutions (like banks) and other organizations may need to see a copy of this paperwork in order for you to do business with them.
Why should an LLC with only one Member still have an Operating Agreement?
It’s best to have an Operating Agreement, even if you are the only Member of your West Virginia LLC (a Single-Member LLC).
If you go to court, an Operating Agreement helps prove that your Single-Member LLC is being run as a separate legal entity. And that protects your personal assets.
Does a Multi-Member LLC need an Operating Agreement?
It’s best to have an Operating Agreement, especially for a Multi-Member LLC. This is your LLC’s governing document that will spell out ownership percentages, profit distribution, and management responsibilities.
If you go to court, an Operating Agreement helps prove that your Multi-member LLC is being run as a separate legal entity.
Do I have to send my Operating Agreement to the state?
No, you don’t have to send your Operating Agreement to the West Virginia Secretary of State, or any other government agency.
Operating Agreements are “internal documents”. Meaning, the Members just need to keep a copy with their business records.
The Operating Agreement is a legally binding document upon the LLC Members because of the Members’ signatures. It doesn’t need a government stamp of approval.
However, in the future, if your company were involved in a lawsuit or an audit, a court or government agency might ask to see a copy of your Operating Agreement.
Additionally, you may also need to show this document to:
- financial institutions when you open a business bank account
- financial institutions if you apply for a loan for the LLC
- a title company if your LLC is buying real estate
Does my LLC Operating Agreement need to be notarized?
No, your Operating Agreement doesn’t need to be notarized. Each Member just needs to sign it.
Once you (and the other LLC Members, if applicable) sign the Operating Agreement, then it becomes a legal document.
Can I write my own Operating Agreement?
Yes, but we recommend using an Operating Agreement template.
An Operating Agreement is a legal document. You don’t have to hire a lawyer to write one, though. Using a template helps make sure you cover everything you need to.
LLC University® offers free Operating Agreement templates that you can download and customize to write your own LLC Operating Agreement.
Some websites offer an Operating Agreement tool, but we believe a document that you can edit at your own pace is much more useful.
How do you write a simple Operating Agreement?
If you wanted to write a simple West Virginia Operating Agreement without using a template, you could. You’d need to check with the West Virginia LLC Act to make sure it meets all the requirements.
For example, at a minimum, you’d want your West Virginia LLC name, your Registered Agent information, your business purpose, the names of the LLC Members, and information about initial capital contributions.
However, there is a lot more information that is important to document about your LLC.
It’s probably a lot easier to start with an existing template. We have a free Operating Agreement template you can download on this page.
What is the difference between an LLC and an Operating Agreement?
An LLC (Limited Liability Company) is a type of business structure. It’s a legal business entity that you form by filing a document called the Articles of Organization with the state.
An Operating Agreement is an internal document that governs how your LLC is run. It contains rules about how much of the company each Member of the LLC owns, and other details about management and taxes.
Said another way, the LLC is your legal entity. And the Operating Agreement is a written set of rules for how the LLC will operate.
You could have an LLC without an Operating Agreement (but you shouldn’t). But you can’t have an Operating Agreement without an LLC.
How much does it cost to open an LLC in WV?
It costs $100 to file your Articles of Organization with the West Virginia Secretary of State.
And it costs $30 to obtain your West Virginia business license (Business Registration Certificate) from the State Tax Department.
These are both one-time fees. There are no other required costs to open an LLC in West Virginia.
How do I set up an LLC in WV?
Here are the steps to starting an LLC in West Virginia:
- Choose an LLC name and make sure it’s available
- Choose who will be your West Virginia Registered Agent
- Get a Tax ID Number (EIN) from the IRS
- File the West Virginia LLC Articles of Organization
- Get your Business Registration Certificate
- Complete and sign an LLC Operating Agreement
- Open an LLC bank account
Recommendation: If you need legal or tax advice during any of these steps, consult a qualified accountant or business attorney.
IRS: Paying Yourself
West Virginia Code, Section 31B-1-103
West Virginia Secretary of State: Start My Business
West Virginia University: Formation of an LLC in West Virginia (PDF)
WEST VIRGINIA LLC GUIDE
Follow the lessons below to form your West Virginia LLC.
2 comments on “West Virginia – Operating Agreement”
Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.
Hi, Matt. My family and I have been operating as an LLC in WV since February of 2015. We are having some problems, and I believe we need to revisit this document and tailor it better for us with an attorney or other helpful professionals. The agreement seemed pretty boiler plate at the time, and it’s apparent that we need some clarity. Do you have persons, businesses, or firms to recommend? We live in Keyser, WV. Thank you.
Hi Karen, that sounds like a smart idea. Unfortunately, no, we don’t have specific recommendations at this time. Thank you for your understanding.