Withdraw A Foreign West Virginia Business
In this guide to withdrawing a foreign LLC or corporation in West Virginia, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you need to know.
How to Withdraw A Foreign LLC Or Corporation in WV
To withdraw your foreign LLC or corporation in West Virginia, you’ll need to file official state paperwork with West Virginia’s Secretary of State. This guide shows you how to do it.
What is a foreign West Virginia LLC or corporation?
When companies expand their business to another state, they’re called “foreign businesses” in their new state. To operate legally, the business needs to register with the new state, in this case West Virginia, by completing a process called foreign qualification. Likewise, if the business stops engaging in business in that state, the business can cancel its foreign registration by filing paperwork with the state.
How do I withdraw my foreign LLC or corporation in West Virginia?
The fastest, and by far the easiest way to cancel or withdraw a foreign LLC or corporation in West Virginia is to file online at West Virginia’s One Stop Business Portal. If you have an existing user account, simply log into your dashboard to withdraw/cancel the business. If you don’t yet have an online account, you can create a new user account in a few minutes.
If you’re not filing online, you can also file by mail, fax, email, or hand deliver an Application For Certificate of Withdrawal From Certificate of Authority.
Foreign West Virginia LLC or Corporation Withdrawal FAQs
How do I file an West Virginia Certificate of Withdrawal application?
The West Virginia Secretary of State gives you plenty of options to file. There are three offices where you can mail or hand-deliver your application, and you can also file by e-mail, online, or via fax.
Online:
West Virginia One Stop Business Portal
Mail or in person:
Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Email: CorpFilings@wvsos.gov
Fax: (304) 558-8381
How much does it cost to withdraw a foreign business in West Virginia?
Withdrawing a foreign LLC or corporation in West Virginia costs $25 (add $1 for filing online). Need a certified copy of your withdrawal? Pay an extra $15.
How long does it take West Virginia to process the withdrawal filing?
West Virginia processes all filings in about five to 10 days. Mailed filings can take longer to be returned.
How will West Virginia return my filed documents to me?
You’ll receive notice in the mail of your withdrawal being processed (submit 2 copies of your application if you want an official stamped copy). Please note, your foreign business will need to be in good standing with the following state agencies before your documents will be returned to you:
- West Virginia State Tax Department
- Employer Coverage Unit (Workers Compensation)
- Department of Employment Security
Your business will be held liable for all taxes, fees, penalties, interest, etc. until clearances are obtained from all departments and divisions listed above. When those clearances are received in writing, an official Certificate of Withdrawal will be finalized and mailed to the address listed on your withdrawal application.
Can I revoke the withdrawal of my West Virginia foreign LLC or corporation?
Yes. Articles of Revocation of a Withdrawal of a Foreign Corporation can be filed within 120 days of the withdrawal’s effective date. You must to include a copy of your withdrawal application along with the revocation paperwork. There is a $15 filing fee to file.
What happens if I don’t withdrawal and just don’t file a West Virginia Annual Report?
If you don’t file your West Virginia Annual Report, file the annual report and/or pay the fee, you may face penalties as well as the possible revocation of your foreign West Virginia corporation or LLCs certificate of authority. If the SOS receives your annual report by the due date, the annual report costs $25 to file. If it is received after the due date, it will cost $125.
If you just don’t file an annual report, how long before you lose your Certificate of Authority?
If your foreign corporation or LLC does not file an annual report within 60 days of when it is due, the SOS will send you notice that you are delinquent. If you still don’t file the report and pay the fee within 60 days after you are served with notice, the SOS will revoke your certificate of authority.
Can I reinstate my foreign corporation or LLC if it has been administratively revoked by the West Virginia SOS?
If your foreign authority in West Virginia is revoked, and you want to continue to do business there, you can reinstate your business. Here’s how:
Reinstate a Foreign LLC: A foreign LLC that has been administratively revoked can apply for reinstatement within two years after the effective date of revocation. You would have to file one original Application for Reinstatement of a Revoked or Administratively Dissolved Limited Liability Company. You will have to make sure you pay all your past and present fees. Include a letter of good standing from the West Virginia Tax Department and pay all your past and present fees.
Reinstate a Foreign Corporation: A foreign corporation that has been administratively revoked has a two year window to apply to the West Virginia Secretary of State for reinstatement. If a foreign corporation applies for reinstatement within two years of revocation, then it doesn’t need to apply for a new certificate of authority. You would file one original Application for Reinstatement of a Revoked or Administratively Dissolved Corporation. You will need to get a letter of good standing from the West Virginia Tax Department and pay all your past and present fees.
Is there a penalty to re-register if your West Virginia registration is forfeited?
Reinstatement application: $25
Delinquent fee: $100
Annual reports: $25 each
Must a registered agent accept service of process after a foreign business has withdrawn?
Once the foreign LLC or corporation files to withdraw, they revoke the authority of their registered agent. After that, the registered agent is no longer required to accept service of process. Learn more about how to resign as a registered agent in West Virginia.
What if I want to start a foreign LLC or foreign corporation in West Virginia?
We’ve got you! Our guides on how to form a foreign West Virginia LLC or a foreign West Virginia corporation are easy to follow.