West Virginia names this document one thing for its own LLCs and another for out-of-state ones.

The Bottom Line for West Virginia LLCs

An LLC formed in West Virginia orders the domestic version and an LLC formed elsewhere but registered here orders the foreign one. Either way the Secretary of State issues only for a company that is registered, active and has filed its annual reports.

The code and the ordering desk do not quite line up in West Virginia, and it is worth knowing which one governs your afternoon. The statute requires the certificate to state whether the most recent annual or biennial report has been filed, which reads like a disclosure: on that reading the certificate issues and simply says you are behind. The Secretary of State's own certificates page sets a stricter rule, that certificates are issued on companies which are registered, active and have filed annual reports. That is the rule an order actually meets, so treat the report as a gate rather than a footnote and bring it current before you order.

What West Virginia Actually Calls It

The document is officially the Certificate of Existence, issued by West Virginia Secretary of State, Business and Licensing Division, though West Virginia's own pages also call it a certificate of good standing. The two names mean the same paper. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

By statute a certificate of existence for an LLC sets forth the company's name, that it is duly organized under the laws of the state and the date of organization, whether all fees, taxes and penalties owed to the state have been paid where nonpayment affects existence, whether the most recent annual or biennial report has been filed, and that articles of termination have not been filed. The Secretary of State adds that the certificate does not imply the company has met all its obligations to the state.

West Virginia also uses Certificate of Authorization (foreign entities), certificate of "good standing" for documents in this family.

Two Documents, Similar Names

West Virginia has a second document with a similar name. The West Virginia Tax Division issues a Letter of Good Standing, which covers state tax accounts, which the Secretary of State's certificate expressly does not speak to. That is not the same paper as the Certificate of Existence, and the two are not interchangeable. Ask whoever requested it which one they mean.

Why You Need One

Banks and lenders are the most frequent askers here, at account opening and again at underwriting. Registering the LLC in another state is next, and for a West Virginia LLC that means the domestic version, because the receiving office wants proof from the state that formed you. Landlords and larger customers ask during diligence, and a buyer's counsel will ask in a sale. What none of them get from it is comfort about tax or insurance obligations. The Secretary of State names the carve-outs specifically, and unemployment compensation, workers' compensation and the Tax Division are all outside what the certificate covers, which is often exactly the reassurance the requester thought they were buying.

What It Costs in West Virginia

West Virginia charges $10 for the Certificate of Existence.

Where this fee comes from: Certificates of Existence or Certificates of Authorization page, Fees: 'Standard Processing (5 to 10 business days) $10.00'. The statutory fee agrees: W. Va. Code § 59-1-2(a)(5)(B), 'Certificate of existence of a domestic limited liability company and certificate of authorization foreign limited liability company, $10'

How to Order It

You can order the Certificate of Existence online, by mail, in person, by phone and by fax.

5 to 10 business days standard, with paid 24 hour, 2 hour and 1 hour options.

Order it on the West Virginia site

Online orders are placed through the Order Certificate of Existence/Authorization application and pay by credit card.

West Virginia takes certificate orders five ways: online, by phone with a card, by mail, in person and by fax. That flexibility is genuinely useful, and it hides one thing worth checking. The expedite tiers printed directly under the certificate fee on the Secretary of State's certificates page also appear in the office's general fee schedule under a heading that scopes expedited service to business filings only. The certificates page is the more specific source and is the one this page follows, but if a closing depends on the fastest tier, call the division and confirm that it applies to a certificate order before you pay for one. The other practical point is the name you order under: use the registered company name, not the trading name on your invoices, or the request will not produce a certificate.

1. 1

   Work out whether you are the domestic or the foreign case

   An LLC organized in West Virginia gets the domestic version. An LLC formed in another state and registered to do business here gets the foreign one. The name differs and the ordering path does not.

2. 2

   Confirm the annual report is filed before you order

   Check the entity's record with the Business and Licensing Division. The office issues only for companies that are registered, active and current on reports, so a gap here stops the order rather than showing up on the certificate.

3. 3

   Order in the registered company name

   Use the name on the entity's record with the Secretary of State. An order placed under a trade name alone will not produce a certificate, even when the trade name is properly registered.

4. 4

   Pick a channel that matches your timeline

   Online is the default and pays by card. Phone puts a person on the request, which helps if you are close to a deadline or unsure whether an expedite tier applies. Mail, fax and in person all use the same order form.

5. 5

   If it is going abroad, request authentication separately

   The Secretary of State's apostilles and authentications service is its own request with its own fee. Order the certificate first, then send it for authentication, and build both steps into the schedule.

What Puts You Out of Standing in West Virginia

Before West Virginia will issue the Certificate of Existence, your filings with the state's business filing office have to be current. No separate tax clearance from a revenue agency is part of it.

The West Virginia Tax Division issues its own, separate Letter of Good Standing for tax accounts. The Secretary of State's certificate is not conditioned on it and expressly does not speak to it.

'Certificates cannot be issued for a company solely under a trade name (DBA).'

Two things push a West Virginia LLC outside this certificate: the registration going inactive, and the annual report not being filed. Both are cured through the Business and Licensing Division, and once the record reads registered and active again the certificate follows. What the certificate says about money is narrower than most readers assume. The statutory test is whether fees, taxes and penalties owed to the state have been paid where nonpayment affects existence, which is a much smaller question than whether the company owes the state anything at all. That is why a clean certificate and an unpaid tax account can sit side by side without either being wrong, and why a lender that wants the second answered has to ask a different agency for it.

How Long It Stays Good in West Virginia

West Virginia publishes nothing about how long the Certificate of Existence stays current. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not West Virginia's. Ask what it is, and order the certificate once you know.

The standard processing window here is long enough to work against you from both directions. Order casually and the certificate can miss a closing; order too far ahead and it can be stale by the time anyone reads it. The expedite tiers exist for exactly that squeeze, and their prices climb sharply as the window shortens, which is a strong argument for planning rather than paying. The workable pattern is to fix the date the recipient wants it dated by, count back the standard window, and order then. If you are already inside that window, call the division rather than submitting the order online, because a phone order puts a person on the request and gives you somewhere to ask. If a counterparty insists on a certificate issued within a set number of days, treat that as their rule and re-order to meet it.

Using It Outside the United States

For use abroad, West Virginia Secretary of State will authenticate the certificate with an apostille for $10 per document.

Who to Ask in West Virginia

The West Virginia Secretary of State's Business and Licensing Division issues the certificate and answers questions about status, reinstatement and annual reports. It takes orders and questions on its main line at (304) 558-8000, and its fax line for order forms is (304) 558-8381. The same office runs apostilles and authentications, which is a separate request from the certificate and the one to make for a document going overseas. Tax standing is not its subject. The West Virginia Tax Division issues the tax-side document, and unemployment compensation and workers' compensation obligations sit with their own agencies again, so a requester asking about all of those is asking for three documents rather than one.

Sources

• sos.wv.gov/certificates-existence-or-certificates-authorization
• code.wvlegislature.gov/31B-2-208/
• code.wvlegislature.gov/59-1-2/
• sos.wv.gov/media/335/download?inline=
• sos.wv.gov/business/apostilles-and-authentications/authentication-documents-international-use

Every figure on this page was read from a West Virginia government source, not from a formation service. Confidence in this record: high. See our editorial policy for how these are verified and corrected.