How to Dissolve an LLC in West Virginia

What Dissolving a West Virginia LLC Means

West Virginia separates dissolution from final termination. Under § 31B-8-801, a dissolution event starts the winding-up phase. The LLC then continues only for winding up under § 31B-8-802.

After winding up is complete, § 31B-8-805 allows the LLC to end its legal existence by filing Articles of Termination with the Secretary of State. That final filing is Form LLD-9.

Before You File: Approve the Dissolution

Start with the operating agreement. West Virginia law recognizes an event stated in the operating agreement or consent of the number or percentage of members specified there as dissolution events.

If the LLC is relying on the statutory consent-to-dissolve route and the operating agreement does not set a different rule, § 31B-4-404(c)(9) makes that consent a matter requiring consent of all members. Keep the written consent or other dissolution record with the LLC's permanent records.

Wind Up the West Virginia LLC

After dissolution, stop ordinary business except as reasonably necessary to wind up. The person winding up may preserve property for a reasonable time, collect receivables, settle disputes, dispose of assets, discharge liabilities, complete litigation, and perform other acts necessary to close the company.

Pay Creditors and Handle Liabilities Before Distributions

West Virginia Code § 31B-8-806 requires the LLC's assets to be applied first to discharge obligations to creditors, including members who are creditors. Only the surplus is available for distribution to members.

For known claims, § 31B-8-807 provides a written-notice procedure with a receipt deadline of at least 120 days. For other claims, § 31B-8-808 says a dissolved LLC may publish notice once in a qualifying newspaper; if the statutory publication procedure is used, covered claims generally must be enforced within five years.

File Form LLD-9 — Articles of Termination

After the business has been wound up, file Form LLD-9, Articles of Termination of a West Virginia Limited Liability Company. The current Secretary of State form lists a $25 filing fee.

LLD-9 requires the LLC name, correspondence address, the dissolution/termination date information requested by the form, and a certification that the business has been wound up and the company's state tax and other agency filing responsibilities have been completed.

The form allows the termination to become effective when filed or on a requested later date that is no more than 90 days after filing.

Close West Virginia Tax, Employer, and License Accounts Separately

The State Tax Division says a business registration certificate remains valid until the business notifies the Division that it has closed. To close the registration account, complete BUS-FIN — Declaration of Final Business Activity and mail it or attach it to a web notice in MyTaxes. File all final returns that apply to the LLC's actual tax registrations.

If the LLC had employees, WorkForce West Virginia requires employers to report changes in legal standing. Its current unemployment-tax guidance says a business that needs to close or inactivate an employer account should submit the Employer's Report of Change Form to the agency.

What Happens After West Virginia Files the Articles of Termination

Under § 31B-8-805, the LLC's existence terminates when the Articles of Termination are filed, or on a later effective date stated in the filing. Keep the filed termination confirmation with the operating agreement, dissolution approval, creditor records, final tax documents, and final accounting.

West Virginia LLCs generally file a Secretary of State annual report each year while active. The regular annual report fee is $25, and the filing window runs from January 1 through June 30. Do not assume termination erases delinquent reports or other outstanding obligations that arose before the company was properly closed.

Close the Remaining Business Accounts

• WV State Tax Division: file final returns and close the business registration account with BUS-FIN/MyTaxes.
• WorkForce West Virginia: close or inactivate the unemployment employer account if the LLC had covered employees.
• Licenses and permits: cancel state, county, municipal, and professional licenses separately where required.
• Federal EIN: after required federal returns are complete, close the IRS business account if appropriate.
• Banking and contracts: settle final invoices, terminate subscriptions, close merchant/bank accounts, and retain records.

Common West Virginia LLC Dissolution Mistakes

• Confusing dissolution with termination. Dissolution starts winding up; LLD-9 ends the LLC's legal existence.
• Guessing the voting threshold. Read the operating agreement first; the statutory all-member consent rule applies to the consent-to-dissolve matter when no different operating-agreement rule controls.
• Filing LLD-9 before state obligations are finished. The form requires a certification that tax and other agency filing responsibilities have been completed.
• Paying members before creditors. § 31B-8-806 gives creditor obligations priority.
• Treating newspaper publication as mandatory. § 31B-8-808 makes it optional.
• Ignoring the annual report while still active. West Virginia annual reports are generally due by June 30 with a $25 regular filing fee.

Official West Virginia Sources

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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