Instructions For Filing Application For Certificate Of Authority Of Limited Liability Company (Form Llf-1) (Page 2 of 2) in pdf

who may or may not be a member, is an agent of the company for the purpose of its business. See WV Code

§31B

for more information about the authority of

members & managers. You must list all members' (for a member-managed LLC) or managers' (for a manager-managed LLC) names and addresses

who have signature authority.

Section 12.

DO NOT check "Yes" to this question UNLESS and UNTIL you have in hand the written consent of those members who are liable for

all debts, obligations and liabilities of the company agreeing to the adoption of or to be bound by this provision in the operating agreement. The

liabilities may not be assigned on the belief that members will consent.

Section 13.

The State Tax Department requests that you describe the purposes of the limited liability company clearly to insure you receive all the

necessary information about registering with the required state agencies. Please note that filing the application for Certificate of Authority alone does not

qualify you to do business in West Virginia. You must obtain a business license from the West Virginia Department of Tax and Revenue, and you

may be required to meet other licensing requirements to conduct the type of business you intend. Attach additional pages if necessary.

Section 14.

If the business activities include “Scrap Metal Dealer”, check “Yes." Complete the Scrap Metal Dealer Registration Form (Form SMD-1)

[per revised WV Business Code §61-3-49-(b)(4)] and submit with your application. Proceed to Section 15. If “No,” proceed to Section 15.

Section 15.

The articles may include provisions permitted to be set forth in an operating agreement [but may not vary the non-waivable provisions of WV

Code §31B-1-103(b)] and other matters not inconsistent with law. If any provision of the operating agreement is inconsistent with the articles of organization,

the articles control as to persons other than managers, members and their transferees who reasonably rely on the articles to their detriment.

Section 16.

List the number of attached pages to insure your complete filing is recorded.

Section 17.

You may accept the date of filing by the Office of Secretary of State as your effective date, or assign a future date and time when the company

will be activated. If the date you give is more than 90 days after the filing date by the Secretary of State, the active date will be the 90 th day after filing. If

you do not specify a time, the filing is effective at the close of business on that date.

Effective JULY 1, 2015, t

Section 18.

Check the appropriate box indicating whether or not the organization is "veteran-owned."

he following criteria

must be met in order to qualify as a "veteran-owned" entity: (1) veteran must be "honorably discharged or under honorable conditions;" and (2) if a publicly-

owned entity, at least fifty-one per cent (51%) of the stock must be unconditionally owned by one or more veterans [see WV Code 59-1-2a(12)-(13)(A)(B)].

If "Yes," you must provide proof of veteran status by including with this application a copy of your Veteran Affairs Form DD214.

Section 19.

AN ORGANIZER MUST SIGN THE APPLICATION. Listing a contact person and phone number is optional, however listing a person to

contact in case of a problem with filing may help to speed the filing process along and avoid possible rejection of the document.

ANNUAL REPORT NOTICE: WV Code

59-1-2a

(see also 31B-2-211) requires every limited liability company [both domestic (in-state) and foreign

(out-of-state)] to file an annual report and pay the annual report filing fee between January 1 and July 1 of each year following the calendar year in

which the business was registered with the Office of the Secretary of State. The $25 annual report fee is waived for Veteran-owned entities for the

following four (4) years after initial formation [see WV Code 59-1-2a(m)]. Failure to file may result in revocation of the organization's legal

authority to transact business in the state. Notification of the filing requirement will be sent, but the company is responsible for filing the annual

report as required by WV Code. You may file the annual report online at

You must

Password

to create a personal “Filing Cabinet” to file the annual report.

FILING THE ARTICLES - ONE ORIGINAL REQUIRED - AND PAYING THE FEE

Send an additional original if you want a filed date-stamped copy returned to you at no additional cost.

The filing fee will consist of paying an initial registration fee. If requesting a certified copy, an additional fee of $15 per certified copy requested is required.

Registration fee - $150

Veteran-owned entity registration FEE WAIVED - $0

Registration

fee*

_______________ [Registration fee is waived for "veteran-owned" entity effective July 1, 2015 per WV

Code 59-1-2(j); Be sure to attach the veteran proof of status Veteran Affairs Form

$15 per certified copy: +_______________

DD214 when claiming "veteran-owned" status.]

Total fee:

=_______________

**** Make your checks payable to West Virginia Secretary of State. ****

TEXT ALERTS: Stay up-to-date regarding filing deadlines and changes to business, charity, notary, private investigation, and security guard laws. To sign up, go to

and click on the Business and Licensing category link. On the Business and Licensing page, scroll down and click on the

Click Here To Sign Up For Text

Alerts From The West Virginia Secretary Of State's Office

link. Next, under the heading, “Choose SMS Subscription,” click the down arrow and select “Business and Licensing.”

Then enter your ten-digit mobile phone number and your cellular carrier. Click Subscribe. This will allow you to get important information delivered right to your mobile phone.

Please note, standard text messaging rates apply and you may unsubscribe at any time.

CANCELLATION: A foreign limited liability company is a legal entity which can only be cancelled through formal action - not by a letter or phone call. You remain liable for

all taxes, assessments, fines, penalties and interest until you receive a certificate of cancelation from the Secretary of State. Contact our office for more information.

Form LLF-1

Issued by the Office of the Secretary of State

Rev. 01/17