Free llf1.pmd - West Virginia

Natalie E. Tennant Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, WV 25305-0770 www.wvsos.com

WEST VIRGINIA APPLICATION FOR CERTIFICATE OF AUTHORITY OF LIMITED LIABILITY COMPANY

Penney Barker, Manager Corporations Division Tel: (304) 558-8000 Fax: (304) 558-8381 Hours: 8:30 a.m. - 5:00 p.m. ET

Control # _ __ __ __ __

**A certificate of existence from your home state of organization, dated during the current tax year, must be included with this application.**
1. The name of the company as registered in its home state is: and the state or country of organization is :

2. The name to be used in West Virginia will be:
[The name must contain one of the required terms such as "limited liability company" or abbreviations such as L.L.C." or "P.L.L.C." See instructions for complete list of acceptable terms and requirements for use of trade name (DBA).]

Home state name as listed above, if available in W. Va. DBA name_______________________________________

3. The company will be a:

[See instructions for limitations on professions which may form P.L.L.C. in W.Va. All members must have WV professional license.]

regular L.L.C. professional L.L.C. for the profession of

4. The address of the designated office of
the company in WV, if any, will be: [need
not be a place of the company's business]

Street/Box: City/State/Zip:

5. The street address of the principal office
is:

Street/Box City/State/Zip:

and the mailing address (if different) is:

Street/Box: City/State/Zip:

6. The name and address of the initial agent
of process, if any, is:

Name: Street: City/State/Zip:

The mailing address of the above agent of process, if different, is:

Street/Box: City/State/Zip:

7. The company is:

an at-will company, for an indefinite period. a term company, for the term of which will expire on years, .
Revised 1/09

FORM LLF-1

Issued by the Secretary of State, State Capitol, Charleston, WV 25305-0770

W. VA. APPLICATION FOR CERTIFICATE OF AUTHORITY OF LTD. LIABILITY CO. 8. The Company is:

Page 2

member-managed. [List the names and addresses of all members who have signature authority, attach extra page if needed] manager-managed. [List the names and addresses of all managers who have
signature authority, attach extra page if needed]

Name

Address

9. All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company.

NO -- All debts, obligations and liabilities are those of the company. YES -- Those persons who are liable in their capacity as members for all debts, obligations or liability of the company have consented in writing to the adoption of the provision or to be bound by the provision.

10. The purpose for which this limited liability company is formed are as follows:
(Describe the type(s) of business activity which will be conducted, for example, "real estate," "construction of residential and commercial buildings," "commercial printing," "professional practice of architecture.")

11. The number of pages attached and included in this application is _________. 12. The requested date for the establishment of the limited liability company in West Virginia is: the date & time of filing the following date _______________ and time _____________
[Requested date may not be earlier than filing nor later than 90 days after filing.]

13. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000.

14. Contact and Signature Information:

a.Contact person to reach in case there is a problem with filing: __________________________________ Phone #___________________ b. Signature of manager of a manager-managed company, member of a member-managed company, person organizing the company, if the company has not been formed or attorney-in-fact for any of the above _____________________________
Name [print or type] Title/Capacity Signature

Natalie E. Tennant Secretary of State State Capitol Building 1900 Kanawha Blvd. East Charleston, WV 25305-0770

INSTRUCTIONS FOR FILING APPLICATION FOR CERTIFICATE OF AUTHORITY FOR AN LLC or PLLC

Penney Barker, Manager Corporations Division Tel: (304) 558-8000 Fax: (304) 558-8381 Hours: 8:30 a.m. - 5:00 p.m. ETNat

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 L.L.C. 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.
You may apply for a name reservation in writing, accompanied by a $15 fee payable to the Secretary of State, mailed to the address shown above. Once approved, the name is protected for 120 days, enough time to prepare and submit the articles. If you plan to do business under any other name, other than the name on your articles 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 limited liability company as it is registered in its home state, or country.

Section 2. If your home state name is not available in West Virginia, you must do the following: · select a name as a DBA ("doing business as") which your company wants to use in West Virginia; and be sure to include one of the required terms. "Limited liability company," "limited company," or the abbreviations "L.L.C.", "LLC", "L.C." or "LC". "Limited" may be abbreviation as "Ltd." and "Company" may be abbreviated as "Co." [WV Code §§31B-1-105, 31B-10-1005] 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] · make certain that name is available (see #1 above), preferably by reserving it in advance; · arrange for the managers or members, depending on type of company, to make a resolution adopting the fictitious name, and attach a copy of that resolution to the filing. A DBA WILL NOT BE ACCEPTED UNLESS THE REQUIRED RESOLUTION IS ATTACHED. Section 3. 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 in West Virginia 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 a regular LLC. Attorneys-at-law [Article 2] Physicians & podiatrists [Article 3] Dentists [Article 4] Optometrists [Article 8] Accountants [Article 9] Veterinarians [Article 10] Architects [Article 12] Engineers [Article 13] Osteopathic physicians [Article 14] Chiropractors [Article 16] and surgeons Psychologists [Article 30] Land Surveyors [Article 13a] Important! The secretary of state cannot complete your filing until confirmation is received from the West Virginia licensing board that the licenses of your members are current and in effect. A PLLC is required to carry at all times $1 million of professional liability insurance. [See W. Va. Code §31B-13-1305] Section 4. The designated office need not be the principal place of business. The designated office may be changed by filing with the secretary of state a statement of change giving the company name, old address and new address for the designated office (fee $15). Section 5. List the address of your principal office.

Instructions: FORM LLF-1

Issued by the WV Secretary of State, State Capitol, Charleston, WV 25305-0770 Revised 1/09

Section 6. You may maintain an "agent of process" who can receive service of a summons or complaint. The agent may be an individual resident of the state, a domestic corporation, another limited liability company or a foreign corporation or foreign company authorized to do business in this state. You may change your agent by filing with the secretary of state a statement of change giving the current and new agent's name and address, as well as the new agents consent to being the agent of process.(fee $15). Section 7. If your company is an at-will company in its home state, it will continue to exist in West Virginia until voluntarily or administratively withdrawn. If your company was established in its home state as a term company, give the number of years of its duration, and the date on which its existence will expire. Business must cease in West Virginia on that date unless the certificate of authority is renewed. Section 8. Indicate whether your company is a member-managed or a manager-managed company. If it is manager-managed, the name and business address of each manager must be listed. The law now requires all LLCs to list the names of all members with signature authority. A PLLC should list all members names on a separate attached sheet, in order to assure compliance with licensing requirements. Section 9. Do not check yes to this question unless those members who are liable for all debts, obligations and liabilities of the company gave written consent to be bound by this provision in the operating agreement. Section 10. 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 obtaining a certificate of authority alone does not qualify you to do business in West Virginia. You must obtain a business license from the Department of Tax and Revenue, and you may be required to meet other licensing requirements to do the type of business you intend. Attach an extra page if needed. Section 11. Give the number of attached pages to insure your complete filing is recorded. BE SURE YOUR HOME STATE CERTIFICATE OF EXISTENCE OR COMPARABLE PROOF OF ORGANIZATION IS ATTACHED, and YOUR DBA RESOLUTION IF USING A TRADE NAME. You may wish to attach articles of organization or other information. Section 12. You may accept the date of filing as your effective date, or assign a future date and time when the company will be activated in West Virginia. If the date you give is more than 90 days after the filing date, the active date will be the 90th day after filing. If you do not specify a time, the filing is effective at the close of business on that date. Important! The secretary of state cannot accept the filing for a specific date if all requirements are not met by that date -- such as receipt of complete and correct articles and fee or receipt of proof of licensing. If you request a specific date and have not met the requirements by that date, the effective date will be the date on which all requirements are met. Section 13. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000. Section 14. The articles must be signed by a person in one of the three categories listed in section 14. If a person acts as attorney-in-fact for the company in signing this or other documents, the power of attorney need not be filed with the secretary of state but must be kept by the company. NOTICE: W. Va. Code §31B requires that every domestic and every foreign llc transacting business in WV file an annual report of $25 to be filed between January 1 and April 1 of each year following the calendar year in which you began business. iFailure to file may result in revocation of certificate of authority. Forms will be sent, but the company is responsible for filing.

FILING THE APPLICATION FOR CERTIFICATE OF AUTHORITY AND PAYING THE FEE
Fee for filing Certificate of Authority Excess acreage fee Add $15 for each certified copy of articles requested Amount enclosed, payable to Secretary of State $150 + + 5 cents for each acre over 10,000

CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be required. Contact our office for more information or visit www.wvsos.com.