Form Lld-1 - Instructions For Filing Articles Of Organization

INSTRUCTIONS FOR FILING ARTICLES OF ORGANIZATION

BEFORE you fill out the application: The company name you select will be approved only if it is available - that is, if the name is not the same as and is

distinguishable from any other name which has been reserved or filed. If you prepare LLC papers without applying for and receiving a name reservation, you

do so at your own risk. A telephone check on availability of a name is not a guarantee of name availability. You may apply for a name reservation in writing,

accompanied by a $15 fee made payable to the WV Secretary of State, mailed to the address shown above. Once approved, you are guaranteed exclusive use

of the name for 120 days, enough time to prepare and submit the articles. If you plan to do business under any name, other than the name on your certificate of

organization, you must register that trade name with the Secretary of State. Failure to do so could result in a fine or imprisonment.

FILLING OUT THE APPLICATION

Section 1.

Enter the exact name of the company and be sure to include one of the required corporate name endings: “limited liability company,”

“limited company,” or the abbreviations “L.L.C.,” “LLC,” “L.C.,” or “LC.” “Limited” may be abbreviated as “Ltd.” and “Company” may be abbreviated as

“Co.” [WV Code §31B-1-105] Professional companies must use “professional limited liability company,” “professional L.L.C.,” “professional LLC,”

“P.L.L.C.,” or “PLLC.” [WV Code §31B-13-1303]

Section 2.

LLC vs. PLLC - Check the first box unless your company qualifies as a Professional LLC. A Professional LLC may be organized only by

one or more persons licensed or otherwise legally authorized to provide the same or compatible professional services or to practice together within the state.

No person may be a member of the PLLC who is not licensed or otherwise legally authorized to render the professional service for which the PLLC was

organized. Only the following professions listed below under the specified articles of

Chapter 30

of West Virginia Code may form a PLLC. If you are

a member of another profession, please contact your licensing board before attempting to establish your business as a regular LLC.

Attorneys-at-law

[Article

Physicians & Podiatrists

[Article

Dentists

[Article

Optometrists

[Article

Accountants

[Article

Veterinarians

[Article

10]

Architects

[Article

12]

Engineers

[Article

13]

Land Surveyors

[Article

13a]

Osteopathic Physicians and Surgeons

[Article

14]

Chiropractors

[Article

16]

Psychologists

[Article

21]

Social Workers

[Article

30]

****Important**** The Secretary of State cannot complete your filing until confirmation is received from the appropriate State licensing board

that the licenses of your members are current and in full effect. A PLLC is required to carry at all times $1 million of

professional limited liability insurance [See WV Code §31B-13-1305].

Section 3.

The principal office address need not be in WV, but is the principal place of business for the company. This is generally the address where

all corporate documents (records) are maintained. You may change the principal office address by filing with the Secretary of State an Application to Appoint

AAO] (fee $15).

or Change Address, Agent, or Officers

[Form

The county in which the principal office address is located is required to be listed.

The principal mailing address need not be in WV, but is the principal place of business for the company. This is the address to which all

correspondence from our office is mailed. You may change the principal mailing address by filing with the Secretary of State an Application to Appoint or

Change Address, Agent, or Officers

[Form

AAO] (fee $15).

Section 4.

The designated (physical) office location need not be the principal place of business. You may change the designated (physical) office by

filing with the Secretary of State an Application to Appoint or Change Address, Agent, or Officers

[Form

AAO] (fee $15).

The county in which the designated (physical) office address is located.

The mailing address of the designated (physical) office address, if different from the designated (physical) office address.

Section 5.

You may wish to maintain an “agent for service of process” in West Virginia who can receive service of a summons or complaint. The

agent may be an individual resident, a corporation, or another limited liability company. You may change your agent by filing with the Secretary of State an

Application to Appoint or Change Address, Agent, or Officers

[Form

AAO] (fee $15).

Section 6.

List an e-mail address () where you can receive important e-mail notifications (e.g., Annual Report notices).

Section 7.

List the website address () of the business, if any. DO NOT list a physical mailing address.

Section 8.

Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...

a. List the total number of businesses in West Virginia in the space provided.

b. List the total number of counties in West Virginia in which the businesses conduct operations.

Section 9.

One or more persons may organize a limited liability company. The name and address of each organizer having authority to execute

instruments on behalf of the limited liability company is required.

Section 10.

An AT-WILL company will continue to exist until voluntarily terminated or administratively dissolved. A TERM company is one in which

its members have agreed to remain members until the expiration of a term specified in the articles. If neither box is marked, or if the length of term is not

specified, the company will be established as an at-will company.

Form LLD-1

Issued by the Office of the Secretary of State

Rev. 6/15