West Virginia · Operating agreement
West Virginia LLC operating agreement
What West Virginia's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my West Virginia operating agreementWhat West Virginia’s LLC act says
West Virginia defines an operating agreement as the agreement under section 1-103 about the relations among the members, managers and the company, including its amendments. 2
In West Virginia, an operating agreement need not be in writing, so an oral agreement among the members counts. The act does not say whether an agreement can be implied. 1
What West Virginia’s act does not let an agreement change:
- Cannot unreasonably restrict a right to information or access to records 1
- Cannot eliminate the obligation of good faith and fair dealing 1
- Cannot vary the right to expel a member in a listed event 1
Not confirmed for West Virginia from an official source: whether a West Virginia agreement is filed with the state, what West Virginia's act says about a one-member company's agreement.
What happens with no agreement
A West Virginia LLC is manager-managed only if its articles of organization say so. Any other company is member-managed, and members then have equal rights in management. 2
West Virginia requires distributions made before dissolution and winding up to be in equal shares. The act does not tie them to contributions. 3
What the template covers in West Virginia
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
West Virginia’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a West Virginia LLC
You form a West Virginia LLC by filing with West Virginia’s Secretary of State.
The West Virginia annual report is due June 30 every year. 4
Search the West Virginia business records at the Secretary of State before you file: West Virginia entity search.
The operating agreement for a West Virginia LLC is separate from the West Virginia formation filing.
Common questions
Is an operating agreement required for an LLC in West Virginia?
West Virginia's LLC act says members may enter into an operating agreement. It does not command one. Where the agreement says nothing, the act's own rules govern the members, managers and company. 1
Is there a West Virginia LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member West Virginia LLC have an operating agreement?
We could not confirm from an official source what West Virginia’s act says about a one-member company’s agreement. The template has a single-member version.
Does a West Virginia operating agreement need to be notarized?
None of the West Virginia rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a West Virginia operating agreement, and is it filed?
We could not confirm from an official West Virginia source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with West Virginia’s Secretary of State. 5
Also in West Virginia
Sources 5 links, checked Sep 1, 2026 to Nov 13, 2026
- West Virginia LLC act, section 31B-1-103 code.wvlegislature.gov, checked Nov 13, 2026
and to govern relations among the members, managers and company. To the extent the operating agreement does not otherwise provide, this chapter governs relations among the members, managers and company.
- West Virginia LLC act, section 31B-1-101 code.wvlegislature.gov, checked Nov 13, 2026
‘Member-managed company’ means a limited liability company other than a manager-managed company.
- West Virginia LLC act, section 31B-4-405 code.wvlegislature.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up must be in equal shares.
- West Virginia annual report apps.sos.wv.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sos.wv.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains West Virginia’s rules. It is not legal or tax advice.
Ready to file? Start your West Virginia LLC.