What happens if your West Virginia LLC misses its annual report, and how to reinstate it
West Virginia’s own word for it: “Administratively dissolved”. Time limit to get back: 2 years. Tax clearance: Required (Tax Division Letter of Good Standing).
Checked against the West Virginia Secretary of State, Business & Licensing Division, September 2026.
- What West Virginia calls it
- “Administratively dissolved”
- Tax clearance
- Required(Tax Division Letter of Good Standing)
- Time limit to get back
- 2 years
How it unfolds in West Virginia
- MissedAnnual report
- Status“Administratively dissolved”
- The way backForm LLD-10 with the annual report
West Virginia Secretary of State, Business & Licensing Division
What does West Virginia call a company that missed its filings?
“Administratively dissolved” (domestic LLC); the SOS reinstatement form covers a “revoked or administratively dissolved” LLC (revocation is the term for foreign LLCs).
What triggers it in West Virginia?
The SOS may start administrative dissolution if the LLC: fails to pay fees, taxes or penalties imposed by the LLC Act or other law within 60 days after due; fails to deliver its annual report within 60 days after due; loses a professional license required for its operation; is in default with the Bureau of Employment Programs (§ 21A-2-6); or made a material misrepresentation in a filed record. The annual report is due by July 1 each year (per Form LLD-10).
Before it happens
The SOS sends written notice of its determination by certified mail; if each ground is not corrected (or shown not to exist) within 60 days after service is perfected, the SOS files a certificate of dissolution and emails a copy if an email address is on file.
How do you reinstate a West Virginia LLC?
Form LLD-10, Application for Reinstatement of Revoked or Administratively Dissolved Limited Liability Company (Articles of Reinstatement), filed with the Secretary of State with the signed current annual report attached.
Where to file
West Virginia Secretary of State, Business & Licensing Division.
Missed filings and fees
Yes. The signed annual report must be attached and all delinquent annual report fees plus a late fee for each missing year paid with the application.
Is there a deadline to reinstate a West Virginia LLC?
Within two years after the effective date of dissolution.
Not yet confirmed against the West Virginia Secretary of State, Business & Licensing Division — check with the office.
Do you need tax clearance in West Virginia?
Required
Required. The statute requires a certificate from the Tax Commissioner that all taxes owed have been paid; in practice a Letter of Good Standing from the West Virginia State Tax Division (requested online via MyTaxes, form GSR-01) must be attached or the application is rejected.
What happens to the company name meanwhile?
The application must state that the LLC’s name satisfies the name requirements of § 31B-1-105 (i.e. it must still be distinguishable). The statute does not expressly reserve the name during dissolution.
What changes once it is fixed?
Reinstatement relates back to and takes effect as of the effective date of the administrative dissolution, and the company may resume business as if the dissolution had never occurred. While dissolved it continues to exist but may only wind up; its agent’s authority is not terminated.
What changes for corporations in West Virginia?
Corporations follow W. Va. Code §§ 31D-14-1420 to 1422 with the same two-year window, the same Tax Commissioner certificate and the same relation-back effect. The listed grounds differ in wording: unpaid fees, franchise taxes or penalties within 60 days; failing to notify the SOS within 60 days of a registered agent/office change or resignation; expiry of the stated duration; loss of a required professional license; default with the Bureau of Employment Programs; or material misrepresentation. The corporate reinstatement form was not checked.
What should you file first?
Start with the tax clearance: where West Virginia requires one, the reinstatement has to include it or wait for it. Then file, with the missed filings and fees described above.
Tax clearance
Required (Tax Division Letter of Good Standing)
The filing
Form LLD-10 with the annual report
Where it goes
West Virginia Secretary of State, Business & Licensing Division.
What does West Virginia ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (Form LLD-1) | At formation | N/A |
| Corporation formation (Articles of Incorporation) | Articles of Incorporation (Form CD-1) | At formation | N/A |
| Annual report | Annual Report, filed through the WV One Stop Business Portal | Between January 1 and June 30 each year, starting the year after the business was registered (W. Va. Code § 59-1-2a) | A late fee applies after June 30, and the entity may be administratively dissolved or its registration revoked |
| Change of agent of process, address, officers or members | Application to Appoint or Change Address, Agent, or Officers (Form AAO) | When the agent, address or officers change | N/A |
From the same West Virginia record as the West Virginia agent of process page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring West Virginia deadline in your calendar with the compliance calendar, or see what West Virginia requires of your agent of process.
Which West Virginia laws govern it?
W. Va. Code §§ 31B-8-809 (grounds), 31B-8-810 (procedure and effect), 31B-8-811 (reinstatement), 31B-8-812 (appeal from denial).
Sources, checked September 2026:
- West Virginia Legislature— W. Va. Code §§ 31B-8-809 to 31B-8-812
- West Virginia Legislature; West Virginia Secretary of State— W. Va. Code § 31B-8-810; Form LLD-10
- West Virginia Legislature— W. Va. Code § 31B-8-809(a); Form LLD-10
- West Virginia Legislature— W. Va. Code § 31B-8-810(a)-(b)
- West Virginia Secretary of State, Business & Licensing Division— Form LLD-10 (Rev. 07/2025)
- West Virginia Secretary of State— Form LLD-10
- West Virginia Legislature; West Virginia Secretary of State— W. Va. Code § 31B-8-811(a)(4); Form LLD-10 item 3
- West Virginia Secretary of State— Form LLD-10 item 3
- West Virginia Legislature— W. Va. Code § 31B-8-811(a)(3)
- West Virginia Legislature— W. Va. Code §§ 31B-8-809(b), 31B-8-811(a)
- West Virginia Legislature— W. Va. Code §§ 31B-8-810(c)-(d), 31B-8-811(c)
- West Virginia Legislature— W. Va. Code §§ 31D-14-1420, 31D-14-1421, 31D-14-1422
Checked against the West Virginia Secretary of State, Business & Licensing Division and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
West Virginia
Behind on a West Virginia filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the West Virginia Secretary of State, Business & Licensing Division, and state fees are confirmed with you before anything is filed.