West Virginia Single-Member LLC Operating Agreement
Create a West Virginia single-member LLC operating agreement with state-specific guidance on default rules, veil-piercing protections, and annual filings.
Introduction
A single-member LLC operating agreement is the internal document where you, as the sole owner of a West Virginia LLC, set the rules for how your business runs, how profits are handled, and what happens if you bring on a partner or close the business later. West Virginia does not require the agreement to be in writing; an oral or implied agreement is valid. Writing it down is still the clearest evidence, if a court or the IRS ever asks, that you are running a real business, and it lets you replace the state's default equal-shares profit split with terms you actually choose.
Key Things to Know
- 1
West Virginia does not require an operating agreement to be in writing at all. West Virginia Code Section 31B-1-103(a) says the agreement 'need not be in writing,' so an oral or implied agreement is fully valid, even more permissive than states that require writing for certain provisions.
- 2
Without an operating agreement, West Virginia law splits distributions in EQUAL SHARES among members, not in proportion to capital contributions (West Virginia Code Section 31B-4-405(a)). The same equal-shares rule applies again to what's left over when the LLC winds up (Section 31B-8-806(b)).
- 3
A charging order is the creditor's statutory remedy against a member's distributional interest (West Virginia Code Section 31B-5-504). Since a 2022 law, a creditor must also show the LLC was inadequately capitalized and carried no qualifying liability insurance before a court will pierce the veil (Kubican v. The Tavern, LLC, 752 S.E.2d 299 (W. Va. 2013)).
- 4
West Virginia has no franchise tax; it was phased out completely by 2015. Instead, LLCs pay a $25 Annual Report fee to the Secretary of State every year between January 1 and June 30 (West Virginia Code Section 59-1-2a).
- 5
The duty of loyalty and the obligation of good faith and fair dealing can't be eliminated, and the duty of care can't be unreasonably reduced, but the operating agreement can narrow all three within reasonable limits, with no writing requirement to do so (West Virginia Code Section 31B-1-103(b)).
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The operating agreement itself is not filed with the state. You form the LLC by filing Articles of Organization with the West Virginia Secretary of State, a $100 fee for a domestic LLC.
- 7
A one-time, non-recurring $30 Business Registration Certificate from the West Virginia State Tax Division is also required at formation. Unlike the Annual Report, it does not need to be renewed each year; it stays valid until your business's name, location, or ownership changes.
Key decisions before you file
Before you file a LLC Operating Agreement in West Virginia, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.
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West Virginia Requirements for LLC Operating Agreement
The Operating Agreement must not contain provisions that contradict the information filed in the Articles of Organization with the West Virginia Secretary of State. Where the two conflict, the Operating Agreement governs the relations among members and managers, but the Articles of Organization control for third parties who reasonably rely on them (West Virginia Code Section 31B-2-203).
A West Virginia LLC is member-managed by default; it is manager-managed only if the Articles of Organization designate it as such (West Virginia Code Section 31B-1-101, defining "manager-managed company" as one "so designated in its articles of organization"). The Articles of Organization must state the election (Section 31B-2-203), and the Operating Agreement should specify it consistently.
A member's contribution to a West Virginia LLC may consist of tangible or intangible property or other benefit to the company, including money, promissory notes, services performed, or agreements to contribute cash or property, or contracts for future services (West Virginia Code Section 31B-4-401). The Operating Agreement should state each member's contribution and any agreed value of non-cash contributions.
Unless the Operating Agreement provides otherwise, any distributions made by the LLC before its dissolution and winding up must be in EQUAL SHARES among members, not in proportion to capital contributions (West Virginia Code Section 31B-4-405(a)). The Operating Agreement can set a different split.
In a member-managed LLC, each member has equal rights in managing the company's business, and ordinary-course matters may be decided by a majority of the members (West Virginia Code Section 31B-4-404(a)). Certain matters, including amending the Operating Agreement, amending the Articles of Organization, admitting a new member, and authorizing a transaction that would otherwise violate the duty of loyalty, require the consent of ALL members regardless of management structure (Section 31B-4-404(c)).
Members in a member-managed LLC, and managers in a manager-managed LLC, owe duties of loyalty and care (West Virginia Code Section 31B-4-409). The Operating Agreement may not eliminate the duty of loyalty or the obligation of good faith and fair dealing, and may not unreasonably reduce the duty of care, though it may identify specific activities that don't violate the duty of loyalty and may set the standard for measuring good faith, if not manifestly unreasonable (Section 31B-1-103(b)). No writing is required to make these modifications effective.
West Virginia's LLC Act does not impose a formal meeting, notice, or quorum requirement. Action requiring member or manager consent may be taken with or without a meeting (West Virginia Code Section 31B-4-404(d)). A member or manager may act by proxy by signing an appointment instrument (Section 31B-4-404(e)). The Operating Agreement may still choose to establish its own meeting and notice procedures, but nothing in West Virginia law requires it to.
A transfer of a distributional interest in a West Virginia LLC does not by itself make the transferee a member or give the transferee any management or information rights; it entitles the transferee only to the distributions the transferor would have received (West Virginia Code Section 31B-5-502). A transferee becomes a member only if the transferor grants that right under the Operating Agreement or all other members consent (Section 31B-5-503).
A member is dissociated from a West Virginia LLC on any of several statutory events, including express withdrawal, expulsion under the Operating Agreement, transfer of substantially all of the member's interest, or bankruptcy (West Virginia Code Section 31B-6-601). Absent a different Operating Agreement provision, the LLC must offer to purchase the dissociated member's interest at fair value within 30 days, with a 120-day negotiation window before either side may seek a court determination of value (Section 31B-7-701).
The Operating Agreement should specify events triggering dissolution in addition to the LLC Act's own dissolution events (West Virginia Code Section 31B-8-801). In winding up, the LLC's assets must first discharge its obligations to creditors, including members who are creditors; any surplus returns each member's unreturned contributions, and any remainder beyond that is distributed in equal shares (Section 31B-8-806), the same equal-shares default that governs ordinary distributions.
Unless the Operating Agreement sets a different threshold, amending the Operating Agreement requires the consent of all members (West Virginia Code Section 31B-4-404(c)(1)). This is a default rule, not merely a permitted option; the Operating Agreement may lower the threshold if the members agree to do so.
A West Virginia LLC must reimburse a member or manager for payments made, and indemnify a member or manager for liabilities incurred, in the ordinary course of the company's business or for the preservation of its business or property (West Virginia Code Section 31B-4-403(a)). A member is not entitled to compensation for services performed for the LLC, except reasonable compensation for winding up the business.
To the extent the Operating Agreement does not otherwise provide, West Virginia's LLC Act supplies the default rule (West Virginia Code Section 31B-1-103(a)). The Operating Agreement may not, however: unreasonably restrict a member's right to information; eliminate the duty of loyalty or the obligation of good faith and fair dealing; unreasonably reduce the duty of care; vary a member's statutory right to be expelled in specified circumstances; vary the requirement to wind up the company's business in specified circumstances; or restrict the rights of a person who is not a manager, member, or transferee (Section 31B-1-103(b)).
Frequently Asked Questions
It's the internal document where a West Virginia LLC's sole owner sets the rules for running the business and handling profits. West Virginia doesn't require it to be written at all, an oral or implied agreement is fully valid, but writing it down is the clearest proof the LLC is a real business, not just a personal wallet.
Not by legal requirement. West Virginia Code Section 31B-1-103(a) allows an operating agreement that 'need not be in writing.' But without one, written or not, state default rules apply automatically, including an equal-shares profit split rather than one you choose, which matters most once you add a second member.
West Virginia's default LLC rules fill the gap. Distributions get split in equal shares among members rather than however you'd choose to allocate them, and that same equal-shares rule applies again to what's left over when the LLC eventually winds up (West Virginia Code Sections 31B-4-405(a) and 31B-8-806(b)).
It supports that protection. A charging order is the creditor's statutory remedy against your LLC interest, and since a 2022 law, a creditor must show your LLC was inadequately capitalized AND carried no qualifying liability insurance before a court will even consider piercing the LLC's veil. Keeping the company properly funded and insured matters.
West Virginia has no franchise tax. The only recurring annual cost is a $25 Annual Report fee to the Secretary of State, due between January 1 and June 30 each year. A separate $30 Business Registration Certificate is paid once at formation and does not need annual renewal.
No. You file Articles of Organization ($100 fee for a domestic LLC) with the West Virginia Secretary of State to form the LLC, but the operating agreement itself is an internal document. You keep it with your own business records; it's never submitted to the state.
Partially. You can't eliminate the duty of loyalty or the good-faith obligation outright, or unreasonably reduce the duty of care, but you can narrow all three within reasonable limits, including naming activities that won't count as disloyal. No writing is required to do this under West Virginia law (West Virginia Code Section 31B-1-103(b)).