Is an operating agreement required for West Virginia LLCs?

This page has not confirmed whether West Virginia law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what West Virginia requires, check the website of the state agency that registers LLCs in West Virginia, or ask a business attorney licensed in West Virginia.

Can I write my own West Virginia LLC operating agreement?

Yes, you can write your own West Virginia LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in West Virginia's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in West Virginia, and consider having a business attorney licensed in West Virginia review your draft before the members sign it.

Does a West Virginia LLC operating agreement need to be notarized?

This page has not confirmed whether West Virginia law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

What happens if my West Virginia LLC doesn't have an operating agreement?

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in West Virginia's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in West Virginia before you draft the agreement.

Can I change my West Virginia LLC operating agreement after it's created?

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in West Virginia's LLC law can apply, so check them, or ask a West Virginia business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization of Limited Liability Company on file with the state, West Virginia uses a separate filing, the Articles of Amendment.

West Virginia LLC Operating Agreement: What to Include

Protect your business with a comprehensive operating agreement that meets West Virginia's requirements and establishes clear rules for your LLC.

By Edmond Hui · Last updated: October 2026

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Key sections of a West Virginia LLC operating agreement, listing the 7 provisions the document should cover. — What a West Virginia operating agreement should contain, section by section. Source: West Virginia Secretary of State.

What to Include in Your Operating Agreement

Ownership & membership

Define each member's ownership percentage and initial capital contributions. This section establishes who owns what portion of the LLC and prevents future disputes over ownership stakes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. This clarifies who has the power to make business decisions and bind the company.

Voting rights

Establish voting procedures and thresholds for different types of decisions. This ensures all members understand how votes are counted and what constitutes approval for various business matters.

Profit/loss allocation

Detail how profits and losses will be distributed among members and specify timing of distributions. This prevents confusion about financial expectations and tax obligations.

Member duties

Outline each member's responsibilities, time commitments, and any restrictions on competing activities. This sets clear expectations and helps avoid conflicts over member obligations.

Dissolution process

Define the circumstances that trigger dissolution and the procedures for winding up the business. This provides a clear roadmap for ending the LLC if necessary and protects all parties' interests.

Amendment procedures

Establish how the operating agreement can be modified, including required votes and documentation. This ensures changes to the agreement follow a proper process and all members are protected.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether West Virginia law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what West Virginia requires, check the website of the state agency that registers LLCs in West Virginia, or ask a business attorney licensed in West Virginia.
: Yes, you can write your own West Virginia LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in West Virginia's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in West Virginia, and consider having a business attorney licensed in West Virginia review your draft before the members sign it.
: This page has not confirmed whether West Virginia law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in West Virginia's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in West Virginia before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in West Virginia's LLC law can apply, so check them, or ask a West Virginia business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization of Limited Liability Company on file with the state, West Virginia uses a separate filing, the Articles of Amendment.

Sources

2 documents

Each entry below is a document recorded in our verified West Virginia sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

West Virginia statute: W. Va. Code chapter 31B (Uniform Limited Liability Company Act)
sos.wv.gov/businessWest Virginia Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit/loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for West Virginia LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

By owner type

By profession

Ready to Form Your West Virginia LLC?

More West Virginia LLC Guides

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