West Virginia generally requires most registered business entities to file an Annual Report with the West Virginia Secretary of State, Business & Licensing Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. For most entities, the annual report is due by June 30th of each year. Reports can typically be filed as early as January 1st.
In addition to this, many businesses in West Virginia are subject to various state income taxes. Non-profit organizations also have specific charitable registration and renewal requirements if they solicit contributions.
Why is it important to file? Maintaining good standing with the State of West Virginia is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Late Fees:
For Corporations, LLCs, and Professional Entities: A $50.00 late fee is assessed for filing the annual report after June 30th.
For Non-Profits: A $25.00 late fee is assessed for filing the annual report after June 30th.
For Limited Liability Partnerships (LLPs): A $100.00 late fee is assessed for filing after June 30th.
Administrative Dissolution/Revocation: Failure to file the annual report can lead to the administrative dissolution of a domestic entity or revocation of a foreign entity’s authority to transact business in West Virginia. This can occur if the fees, taxes, or penalties are not paid within 60 days after they are due.
Loss of Personal Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in West Virginia courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties. A dissolved corporation can apply for reinstatement within two years of dissolution.
Specific Requirements by Entity Type in West Virginia:
For Most Business Entities (LLC, Corporation, Professional Entity, etc.) in West Virginia:
Annual Report (West Virginia Secretary of State):
Frequency: Annually.
Due Date: By June 30th of each year. Reports can be filed between January 1st and June 30th.
Filing Method: Primarily filed online through the WV One Stop Business Portal.
Information Required: Entity’s legal name, West Virginia Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations; members/managers for LLCs).
Filing Fee:$25.00 (plus a $1 online convenience fee).
Veteran-Owned Waiver: The annual report fee is waived for veteran-owned registered entities for the first four years after initial business formation, but the report must still be filed.
For Corporations (For-Profit & Professional) in West Virginia:
In addition to the Annual Report:
West Virginia Corporation Net Income Tax (West Virginia Tax Division – Form CIT-120):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers). Tax-exempt organizations with unrelated business income are due by the 15th day of the 5th month.
Tax Rate: The Corporation Net Income Tax Rate is 6.5% of taxable income.
Estimated Payments: Required if estimated tax liability exceeds $650 annually.
Extensions: Extensions to file are available, but this is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original due date to avoid interest and penalties.
For Limited Liability Companies (LLCs) in West Virginia:
In addition to the Annual Report:
West Virginia Income Tax (West Virginia Tax Division – various forms):
Frequency: Annually.
Taxation: West Virginia generally follows the federal income tax treatment of LLCs.
Single-Member LLCs (Disregarded): Income and losses are typically reported on the owner’s individual West Virginia income tax return (Form IT-140). No separate state-level entity return is generally filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership for federal purposes, it generally files Form PTE-100, West Virginia Pass-Through Entity Income Tax Return.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form CIT-120 (for C-Corp) or Form PTE-100 (for S-Corp) respectively and be subject to the corresponding West Virginia tax rules.
Pass-Through Entity Tax (PTE Tax): West Virginia offers an optional PTE tax election for partnerships and S-corporations (including LLCs taxed as such). If this election is made, the entity pays income tax at the entity level at a rate of 5.12%.
Nonresident Withholding: LLCs taxed as partnerships with nonresident members are generally required to withhold and remit West Virginia tax on their distributive share of income if the PTE election is not made.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in West Virginia:
Annual Report (West Virginia Secretary of State):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the West Virginia Secretary of State.
Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report by June 30th. The filing fee is generally $25.00 (plus $1 online fee).
Limited Liability Partnerships (LLPs): These entities ARE required to file an Annual Report by June 30th. The filing fee is generally $500.00 (plus $1 online fee).
West Virginia Income Tax (West Virginia Tax Division – Form PTE-100):
Frequency: Annually.
Due Date: By March 15th each year (for calendar year filers).
Requirement: Partnerships generally file Form PTE-100, West Virginia Pass-Through Entity Income Tax Return.
Pass-Through Entity Tax (PTE Tax) & Nonresident Withholding: The optional PTE tax election and nonresident partner withholding may apply, similar to LLCs.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Non-Profit Corporations in West Virginia, please also note the following:
In addition to the Secretary of State filing:
Annual Report (West Virginia Secretary of State):
Frequency: Annually.
Due Date: By June 30th of each year.
Filing Fee:$25.00 (plus $1 online fee).
Late Penalty (Secretary of State): A $25.00 late fee applies. Failure to file can lead to administrative dissolution.
Charitable Organization Registration and Annual Renewal (West Virginia Secretary of State – Charities Division):
General Rule: If your non-profit solicits charitable contributions from the public in West Virginia, you are generally required to register and file an annual renewal with the West Virginia Secretary of State, Charities Division, unless specifically exempt (e.g., certain churches, educational institutions, or those soliciting less than $50,000 without a professional fundraiser).
Due Date: Annually, by the anniversary date of your initial registration.
Filing Fee:$15.00 if gross contributions are less than $1,000,000; $50.00 if gross contributions are $1,000,000 or more.
Required Attachments: This renewal typically requires submitting Form CHR-1 (Registration Statement of Charitable Organizations) and a copy of your federal IRS Form 990 series return. Audited financial statements may be required based on gross revenue thresholds.
Penalties: A $25.00 late fee for each month or part of a month the registration is late.
West Virginia Exempt Organization Business Income Tax (West Virginia Tax Division – Form CIT-120 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a West Virginia Corporate Net Income Tax return (Form CIT-120) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from West Virginia corporate income tax (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various West Virginia filings typically require verification or updating of the following:
Your entity’s legal name and West Virginia Entity ID number.
The current principal office mailing address.
The name and physical street address of your West Virginia Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For LLPs: Names and addresses of partners.
Updated contact information for the entity.
For tax filings: Financial information (net income, gross receipts, etc.).
For Non-Profits (Charitable Registration): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and a copy of your federal Form 990.
How can we assist you? We understand that navigating these compliance requirements, especially with West Virginia’s unified annual report due date and specific tax and charitable registration rules, can be complex. We are here to assist you with understanding and fulfilling your West Virginia compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the West Virginia Secretary of State.
Assisting with the preparation and filing of your West Virginia income tax returns (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the West Virginia Secretary of State and, if applicable, the Tax Division and Charities Division.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your West Virginia compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
