HB 4546 — Providing for biennial reporting instead of annual reporting for business organizations.

The first biennial report shall be delivered to the Secretary of State between January 1 and July 1 of the second calendar year following the calendar year in which the election is made, and every two years thereafter;(3) Biennial reports shall include the same information as the annual reports outlined in subsection (a) of this section and shall be delivered in a form and manner prescribed by the Secretary of State.

If a biennial report does not contain the information required in subsection (a) of this section, the Secretary of State shall promptly notify the reporting limited liability company or foreign limited liability company and return the report to it for correction.

If the report is corrected to contain the information required in subsection (a) of this section and delivered to the Secretary of State within 60 days after the effective date of the notice, it is timely filed;(4) After election of biennial reporting, any failure to timely file a biennial report or loss of good standing revokes the biennial reporting election, and the limited liability company or foreign limited liability company must timely file annual reports for another five consecutive calendar years before making the election again.(f) Amendments to this section concerning the election of biennial reporting enacted into law during the Regular Legislative Session of the year 2026, shall take effect on July 1, 2026, and shall not forgive prior failures to file annual reports or pay annual fees previously due.

ARTICLE  8.

WINDING UP COMPANY'S BUSINESS.

  §31B-8-809.

Grounds for administrative dissolution.

 (a) The Secretary of State may commence a proceeding to administratively dissolve a limited liability company if:(1) The company fails to pay any fees, taxes, or penalties imposed by this chapter or other law within 60 days after they are due;

(2) The company fails to deliver its annual or biennial report to the Secretary of State within 60 days after it is due;(3) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is, or all the licenses are, required for the continued operation of the company;

(4) The company is in default with the Bureau of Employment Programs as provided in §21A-2-6 of this code;

or(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the company pursuant to this chapter.(b) A limited liability company administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution pursuant to the procedure in §31B-8-811 of this code or appeal the Secretary of State’s denial of reinstatement pursuant to the procedure in §31B-8-812 of this code.

ARTICLE 10.

FOREIGN LIMITED LIABILITY COMPANIES.

  §31B-10-1006.

Revocation and reinstatement of certificate of authority.

(a) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the Secretary of State in the manner provided in subsection (b) of this section if:(1) The company fails to:(i) Pay any fees, taxes, and penalties owed to this state;(ii) Deliver its annual or biennial report required under §31-2-211 of this code to the Secretary of State within sixty 60 days after it is due;

or(iii) File a statement of a change in the name or business address of the agent as required by this article;(2) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the company pursuant to this article;(3) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is or all the licenses are required for the continued operation of the company;

or(4) The company is in default with the Bureau of Employment Programs as provided in §21a-2-6 of this code.(b) The Secretary of State may not revoke a certificate of authority of a foreign limited liability company unless the Secretary of State sends the company notice of the revocation, at least sixty60 days before its effective date, by a record addressed to its principal office.

The notice must specify the cause for the revocation of the certificate of authority.

The authority of the company to transact business in this state ceases on the effective date of the revocation unless the foreign limited liability company cures the failure before that date.(c) A foreign limited liability company administratively revoked may apply to the Secretary of State for reinstatement within two years after the effective date of revocation.

The application must:(1) Recite the name of the company and the effective date of its administrative revocation;(2) stateState that the ground for revocation either did not exist or has been eliminated;

(3) stateState that the company's name satisfies the requirements of §31B-10-1005 of this code;

and (4) containContain a certificate from the Tax Commissioner reciting that all taxes owed by the company have been paid.(d) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement, file the original of the certificate, and serve the company with a copy of the certificate.(e) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the company may resume its business as if the administrative revocation had never occurred.

CHAPTER 31D.

WEST VIRGINIA BUSINESS CORPORATION ACT.

ARTICLE 1.

GENERAL PROVISIONS.

§31D-1-131.

One-stop electronic state business portal.

(a) The Secretary of State shall establish a web-based business portal to facilitate interaction among businesses and governmental agencies in West Virginia.

The web-based business portal shall provide a single point-of-entry to state government for businesses based in the state and for businesses looking to establish a presence in the state.

The web-based business portal shall:(1) Provide guidance to users who want to start, operate, or expand a business in the state;(2) Permit e-payments and provide businesses information about transaction statuses in a paperless environment;(3) Provide business owners with the option to electronically:(A) Make application, including the payment of fees, for permits and licenses;(B) Make application, including the payment of fees, for the renewal of permits and licenses;(C) File annual or biennial reports;(D) Pay unemployment taxes;(E) Pay sales and use taxes through a link to the web-based portal maintained by the Tax Division of the Department of Revenue for electronic payment;

and(F) Pay any other fees or remittances that the business owners are subject to under state law;(4) Provide businesses with downloadable access to all editable forms that are necessary for compliance with all reporting and filing requirements with the following agencies:(A) West Virginia State Tax Department;(B) Workforce West Virginia;(C) West Virginia Division of Labor;

and(D) West Virginia Secretary of State;

and(5) Provide for the electronic filing of documents by city, county, and local governments:

Provided, That nothing in this section shall be construed to permit the Secretary of State to receive tax returns, or any other documents required to be filed with the State Tax Commissioner, or to require any taxpayer to file tax returns, or any other documents required to be filed with the State Tax Commissioner, with the Secretary of State.

Nor shall the Secretary of State be permitted to receive payments for taxes, including interest, penalties, or additions to tax, that are required to be collected by the Tax Commissioner.

Notwithstanding the foregoing, the Secretary of State and the Tax Commissioner may develop policies and procedures allowing the Secretary of State to accept applications and renewals, and to collect the appropriate fee, for Business Registration Certificates.

Provided, furtherhowever, That nothing in this section shall be construed as requiring the State Tax Commissioner or the Tax Division of the Department of Revenue to disclose confidential taxpayer information to the Secretary of State.(b) The Secretary of State shall establish a consolidated call center to be staffed by trained and knowledgeable persons who are able to assist businesses obtain information and services relating to compliance with state law.(c) The Secretary of State shall:(1) Develop the requirements of the web-based business portal by August 31, 2015, including, but not limited to:(A) Establishing, through cooperative efforts, the standards and requirements necessary to design, build, implement, and maintain the business portal;

and(B) Establishing the standards and requirements necessary for a state or local agency to participate in the business portal;(2) Coordinate and cooperate with the appropriate entities to facilitate the payment by businesses of any payments or remittances made pursuant to this section, via the web-based business portal;

and(3) Propose rules for legislative approval, in accordance with the provisions of §29a-3-1 et seq.

of this code, to implement the provisions of this article.

CHAPTER 31G.

BROADBAND ENHANCEMENT AND EXPANSION POLICIES.

ARTICLE 2.

COOPERATIVE ASSOCIATIONS.

  §31G-2-19.

Annual reports.

Each association formed under this article shall prepare an annual or biennial report on forms provided by and filed with the Secretary of State pursuant to the requirements of §59-1-2asection two-a, article one, chapter fifty-nine of this code.

CHAPTER 33.

INSURANCE.

  §33-4-12.

Service of process on licensed insurers.

The Secretary of State shall be, and is hereby constituted, the attorney-in-fact of every licensed insurer, domestic, foreign or alien, transacting insurance in this state, upon whom all legal process in any action, suit, or proceeding against it shall be served and he or she may accept service of the process.

The process shall be served upon the Secretary of State, or accepted by him or her, in the same manner as provided for service of process upon unlicensed insurers under §33-4-13(2) and (3)(b) of this code.

Each licensed insurer shall pay to the Secretary of State an annual fee of $25 or biennial fee of $50 for services as authorized agent for service of process, one half of which shall be deposited in the state fund, general revenue, and one half of the fees in the service fees and collections account established by §59-1-2 section two, article one, chapter fifty-nineof this code for the operation of the office of the Secretary of State.

  CHAPTER 47.

REGULATION OF TRADE.

ARTICLE 9.

UNIFORM LIMITED PARTNERSHIP ACT.

  §47-9-10a.

Administrative dissolution of a limited partnership;

reinstatement;

appeals.

 (a) The Secretary of State may commence a proceeding to administratively dissolve a limited partnership if the limited partnership does not:(1) Pay all applicable fees, franchise taxes, or penalties imposed by this chapter or other law within 60 days after the due date;

(2) Deliver its annual or biennial report to the Secretary of State within 60 days after the due date;

(3) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is required for the continued operation of the limited partnership;

(4) The limited partnership is in default with the Bureau of Employment Programs as provided in §21A-2-6 of this code;

or(5) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the limited partnership pursuant to this chapter.(b) If the Secretary of State determines that adequate grounds exist to administratively dissolve a limited partnership, the Secretary of State shall make and file a record of the determination and serve the limited partnership with a notice of the determination along with a copy of the record by certified mail.(1)(A) The limited partnership must correct each issue described in the dissolution record or take reasonable steps toward correcting each issue within 60 days of service of the record on the limited partnership.(B) If the limited partnership fails to take adequate steps toward correcting the issue or issues described in the record, the Secretary of State may administratively dissolve the limited partnership by signing the certification of dissolution.(C) The Secretary of State shall file the original certificate of dissolution and serve a copy of the certificate of dissolution to the limited partnership by certified mail.(2) A limited partnership that has been administratively dissolved may continue its existence only to the extent necessary to wind up and liquidate its business and affairs.(3) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.(c) A limited partnership that has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution.

The application for reinstatement shall:(1) Recite the name of the limited partnership and the effective date of its administrative dissolution;(2) Demonstrate that the grounds for dissolution either did not exist or have been eliminated;(3) Demonstrate that the limited partnership’s name satisfies the requirements of §47-9-2 of this code;

and(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the limited partnership have been paid.(d)(1) If the Secretary of State determines that the application for reinstatement contains the information required by subsection (c) of this section and that the information is accurate, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement.(2) The Secretary of State shall file the certificate of reinstatement and serve the limited partnership with a copy of the certificate.(e) When the Secretary of State grants a reinstatement, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership resumes its business as if the administrative dissolution had never occurred.(f) If the Secretary of State denies a limited partnership’s application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership with a notice that explains the reason or reasons for denial.(g) A limited partnership may appeal a denial of reinstatement by filing a petition to set aside the dissolution in the circuit court of Kanawha County within 30 days after the date upon which the limited partnership received notice of the denial of reinstatement.

The petition shall include a copy of the Secretary of State’s certificate of dissolution, the limited partnership’s application for reinstatement and, the Secretary of State’s notice of denial.

A copy of the petition shall be served on the Secretary of State by certified mail.(h) If a reinstatement is granted by the court, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the limited partnership resumes its business as if the administrative dissolution had never occurred.  §47-9-53a.

Revocation and reinstatement of foreign limited partnership certificates of authority.

(a) The Secretary of State may revoke a certificate of authority of a foreign limited partnership to transact business in this state in the manner set forth in subsection (b) of this section if:(1) The limited partnership fails to:(A) Pay all applicable fees, franchise taxes, and penalties owed to the state within sixty60 days after the due date;(B) Deliver its annual or biennial report within sixty60 days of the due date;

or(C) File a statement to change a name or business address of an agent as required by this article;

or(2) The limited partnership has made a misrepresentation of any material fact in any application, report, affidavit, or other record submitted pursuant to this article;

or(3) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is required for the continued operation of the limited partnership;

or(4) The limited partnership is in default with the Bureau of Employment Programs as provided in §21a-2-6 of this code.(b)(1) The Secretary of State may not revoke a certificate of authority of a foreign limited partnership unless the Secretary of State serves notice to the foreign limited partnership of the Secretary's intent to revoke the foreign limited partnership's certificate of authority at least sixty60 days prior to the effective date of the revocation, by a notice addressed to the foreign limited partnership's principal office.(2) The notice must specify the cause for the revocation of the certificate of authority.(3) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the revocation.(c) A foreign limited partnership that has been administratively revoked may apply to the Secretary of State for reinstatement within two years after the effective date of revocation.

The application must:(1) Recite the name of the foreign limited partnership and the effective date of its administrative revocation;(2) Demonstrate that the grounds for revocation either did not exist or have been eliminated;(3) Demonstrate that the foreign limited partnership's name satisfies the requirements of §47-9-2 of this code;

and(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the foreign limited partnership have been paid.(d) If the Secretary of State determines that the application for reinstatement contains the information required by subsection (c) of this section and that the information is correct, the Secretary of State shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement.(2) The Secretary of State shall file the certificate of reinstatement and serve the foreign limited partnership with a copy of the certificate.(e) When the Secretary of State grants a reinstatement, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the foreign limited partnership resumes its business as if the administrative revocation had never occurred.

CHAPTER 47B.

UNIFORM PARTNERSHIP ACT.

  ARTICLE 10.

LIMITED LIABILITY PARTNERSHIPS.

§47B-10-1.

Registered limited liability partnerships.

(a) To become a registered limited liability partnership, a partnership shall deliver and file with the Secretary of State a statement of registration stating:(1) The name of the partnership;(2) The address of its principal office;(3) The address of a registered office;(4) The name and address of a registered agent for service of process, if any;(5) An e-mail address to where informational notices and reminders of annual or biennial filings may be sent, unless there is a technical inability to comply;(6) A brief statement of the business in which the partnership engages;(7) The name and address of each partner authorized to execute instruments on behalf of the partnership;(8) Any other matters that the partnership determines to include;

and(9) That the partnership thereby registers as a registered limited liability partnership.(b) The registration shall be executed by one or more partners authorized to execute a registration.(c) The registration shall be accompanied by a fee of $250.(d) The Secretary of State shall register as a registered limited liability partnership any partnership that submits a completed registration with the required fee and deliver to the partnership or its representative a receipt for the record and the fees.(e) A partnership registered under this section shall pay, in each year following the year in which its registration is filed, an annual fee of $500 or a biennial fee of $1,000 if a proper election is made under subsection (u) of this section.

The fee shall be accompanied by a notice, on a form provided by the Secretary of State, of any material changes in the information contained in the partnership's registration.

The annual notice and fee is are due between January 1 and July 1 of each year or every two years if a proper election is made under subsection (u) of this section.(f) Registration is effective:(1) Immediately after the date a registration is filed;

or(2) On a date specified in the statement of registration, which date shall not be more than sixty 60 days after the date of filing.(g) Registration remains effective until:(1) It is voluntarily withdrawn by filing with the Secretary of State a statement of withdrawal;

or(2) It is administratively dissolved by the Secretary of State:

Provided, That the Secretary of State commenced a proceeding to dissolve the limited liability partnership and notification of the administrative proceeding to dissolve the limited liability partnership was delivered to the limited liability partnership.

The Secretary of State may commence the administrative proceeding due to:(A) A limited liability partnership's failure to pay fees imposed by this chapter or any other law within sixty60 days after the fees were due;

or(B) A limited liability partnership's failure to deliver its annual or biennial notice to the Secretary of State within sixty60 days after the notice was due.(h) The procedure for administrative dissolution is as follows:(1) If the Secretary of State determines that one or more grounds exist under this section for dissolving a limited liability partnership, he or she shall notify the limited liability partnership in writing, of his or her determination;(2) If the limited liability partnership does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty60 days after service of the Secretary of State's notice, the Secretary of State shall administratively dissolve the limited liability partnership by issuing a certificate of administrative dissolution that recites the ground or grounds for dissolution and its effective date.

The Secretary of State shall send a copy of the administrative dissolution to the limited liability partnership.(i) A limited liability partnership administratively dissolved continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs and notify claimants of such.(j) The administrative dissolution of a limited liability partnership does not terminate the authority of its registered agent.(k) A limited liability partnership administratively dissolved under this section may apply to the secretary of state for reinstatement within two years after the effective date of dissolution.

The application must:(1) Recite the name of the limited liability partnership and the effective date of its administrative dissolution;(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;

and(3) Contain a certificate from the tax commissioner reciting that all taxes owed by the limited liability partnership have been paid.(l) If the Secretary of State determines that the application contains the information required by subsection (k) of this section and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and send a copy to the limited liability partnership.(m) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability partnership resumes carrying on its business as if the administrative dissolution had never occurred.(n) If the Secretary of State denies a limited liability partnership's application for reinstatement following administrative dissolution, he or she shall notify the limited liability partnership in writing to explain the reason or reasons for denial.(o) The limited liability partnership may appeal the denial of reinstatement to the circuit court of the county where the limited liability partnership is located within thirty30 days after service of the Secretary of State's notice.

The appeal to the circuit court to set aside the dissolution shall include copies of the Secretary of State's certificate of dissolution, the limited liability's application for reinstatement, and the Secretary of State's notice of denial.(p) The circuit court may summarily order the Secretary of State to reinstate the dissolved limited liability partnership or may take other action the circuit court considers appropriate.(q) The circuit court's final decision may be appealed as in other civil proceedings.(r) The status of a partnership as a registered limited liability partnership and the liability of the partners thereof shall not be affected by:(1) Errors in the information contained in a statement of registration under subsection (a) of this section or notice under subsection (e) of this section;

or(2) Changes after the filing of the statement of registration or notice in the information stated in the registration or notice.(s) The Secretary of State may provide forms for the statement of registration under subsection (a) of this section or a notice under subsection (e) of this section.(t) All fees and moneys collected by the Secretary of State pursuant to the provisions of this article shall be deposited by the Secretary of State as follows:

One-half shall be deposited in the state General Revenue Fund and one-half shall be deposited in the service fees and collections account established by §59-1-2 section two, article one, chapter fifty-nine of this code for the operation of the office of the Secretary of State.

The Secretary of State shall dedicate sufficient resources from that fund or other funds to provide the services required in this article.(u) Notwithstanding any provision of this section to the contrary, a partnership registered under this article may elect to file a biennial report in lieu of an annual report if the partnership has timely filed all required annual reports under this section for five consecutive calendar years and is in good standing with the Secretary of State at the time of election.

(1) The election shall be made at the time of filing the fifth consecutive timely annual report, or, for any partnership that has already satisfied the five-year timely filing requirement as of the effective date of this subsection, at any time between January 1 and July 1 of the next calendar year following the effective date of this subsection in a form and manner prescribed by the Secretary of State;(2) Upon making the biennial reporting election, the partnership is not required to file an annual report for the next calendar year.

The first biennial report shall be delivered to the Secretary of State between January 1 and July 1 of the second calendar year following the calendar year in which the election is made, and every two years thereafter;(3) Biennial reports shall include the same information as the annual reports outlined in subsection (a) of this section and shall be delivered in a form and manner prescribed by the Secretary of State.

If a biennial report does not contain the information required in subsection (a) of this section, the Secretary of State shall promptly notify the reporting partnership and return the report to it for correction.

If the report is corrected to contain the information required in subsection (a) of this section and delivered to the Secretary of State within 60 days after the effective date of the notice, it is timely filed;(4) After election of biennial reporting, any failure to timely file a biennial report or loss of good standing revokes the biennial reporting election, and the partnership must timely file annual reports for another five consecutive calendar years before making the election again.(v) Amendments to this section concerning the election of biennial reporting enacted into law during the Regular Legislative Session of the year 2026, shall take effect on July 1, 2026, and shall not forgive prior failures to file annual reports or pay annual fees previously due.  §47B-10-4.

Applicability of article to foreign and interstate commerce.

(a) A registered limited liability partnership formed under this article may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.(b) It is the intent of the Legislature that the legal existence of registered limited liability partnerships formed under this article be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships doing business outside this state be granted the protection of full faith and credit under the Constitution of the United States.(c) Notwithstanding §47B-1-6 of this code, the internal affairs of registered limited liability partnerships formed under this article, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.(d) Before transacting business in this state, a foreign registered limited liability partnership shall:(1) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged;

and(2) File a notice with the Secretary of State, stating the name of the partnership or if its name is unavailable for use in this state, a limited partnership name that satisfies the requirements of §47B-10-4(e) of this code, including a copy of the resolution of its partners adopting the fictitious name;

the address of its principal office;

the address of a registered office and the name and address of a registered agent for service of process, if any;

an e-mail address to where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply;

a brief statement of the business in which the partnership engages;

the name and address of each partner authorized to execute instruments on behalf of the partnership and any other matters that the partnership determines to include;

and a brief statement of the business in which the partnership engages.

Such notice shall be effective for two one years from the date of filing, after which time the partnership shall file a new notice:

Provided, That notwithstanding the provisions of this section, a foreign partnership registered under this section is eligible to elect to file biennially in accordance with the provisions of §47B-10-1(u).(e) The name of a foreign registered limited liability partnership doing business in this state shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.(f) Notwithstanding §47B-1-6 of this code, the internal affairs of foreign registered limited liability partnerships, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign registered limited liability partnership is registered.

CHAPTER 59.

FEES, ALLOWANCES AND COSTS;

NEWSPAPERS;

LEGAL ADVERTISEMENTS.

ARTICLE 1.

FEES AND ALLOWANCES.

  §59-1-2.

Fees to be charged by Secretary of State.

 (a) Except as may be otherwise provided in this code, the Secretary of State shall charge for services rendered in his or her office the following fees to be paid by the person to whom the service is rendered at the time it is done:(1) For filing, recording, indexing, preserving a record of, and issuing a certificate relating to, the formation, amendment, change of name, registration of trade name, merger, consolidation, conversion, renewal, dissolution, termination, cancellation, withdrawal, revocation, and reinstatement of business entities organized within the state, as follows:(A) Articles of incorporation of for-profit corporation, $100;(B) Articles of incorporation of nonprofit corporation, $25;(C) Articles of organization of limited liability company, $100;

(D) Agreement of a general partnership, $50;(E) Certificate of a limited partnership, $100;(F) Agreement of a voluntary association, $50;(G) Articles of organization of a business trust, $50;(H) Amendment or correction of articles of incorporation, including change of name or increase of capital stock, in addition to any applicable license tax, $25;(I) Amendment or correction, including change of name, of articles of organization of business trust, limited liability partnership, limited liability company, or professional limited liability company;

or of certificate of limited partnership;

or of agreement of voluntary association, $25;(J) Amendment and restatement of articles of incorporation, certificate of limited partnership, agreement of voluntary association, or articles of organization of limited liability partnership, limited liability company or professional limited liability company, or business trust, $25;(K) Registration of trade name, otherwise designated as a true name, fictitious name or D.

B.

A.

(doing business as) name for any domestic business entity as permitted by law, $25;(L) Articles of merger of two corporations, limited partnerships, limited liability partnerships, limited liability companies or professional limited liability companies, voluntary associations, or business trusts, $25;(M) Plus, for each additional party to the merger in excess of two, $15;(N) Statement of conversion, when permitted, from one business entity into another business entity, in addition to the cost of filing the appropriate documents to organize the surviving entity, $25;(O) Articles of dissolution of a corporation, voluntary association, or business trust, or statement of dissolution of a general partnership, $25;(P) Revocation of voluntary dissolution of a corporation, voluntary association, or business trust, $15;(Q) Articles of termination of a limited liability company, cancellation of a limited partnership, or statement of withdrawal of limited liability partnership, $25;(R) Reinstatement of a limited liability company or professional limited liability company after administrative dissolution, $25.(2) For filing, recording, indexing, preserving a record of, and issuing a certificate relating to the registration, amendment, change of name, merger, consolidation, conversion, renewal, withdrawal, or termination within this state of business entities organized in other states or countries, as follows:(A) Certificate of authority of for-profit corporation, $100;(B) Certificate of authority of nonprofit corporation, $50;(C) Certificate of authority of foreign limited liability companies, $150;(D) Certificate of exemption from certificate of authority, $25;(E) Registration of a general partnership, $50;(F) Registration of a limited partnership, $150;(G) Registration of a limited liability partnership for two-year term, $500;(H) Registration of a voluntary association, $50;(I) Registration of a trust or business trust, $50;(J) Amendment or correction of certificate of authority of a foreign corporation, including change of name or increase of capital stock, in addition to any applicable license tax, $25;(K) Amendment or correction of certificate of limited partnership, limited liability partnership, limited liability company or professional limited liability company, voluntary association, or business trust, $25;(L) Registration of trade name, otherwise designated as a true name, fictitious name, or D.

B.

A.

(doing business as) name for any foreign business entity as permitted by law, $25;(M) Amendment and restatement of certificate of authority or of registration of a corporation, limited partnership, limited liability partnership, limited liability company or professional limited liability company, voluntary association, or business trust, $25;(N) Articles of merger of two corporations, limited partnerships, limited liability partnerships, limited liability companies or professional limited liability companies, voluntary associations, or business trusts, $25;(O) Plus, for each additional party to the merger in excess of two, $5;(P) Statement of conversion, when permitted, from one business entity into another business entity, in addition to the cost of filing the appropriate articles or certificate to organize the surviving entity, $25;(Q) Certificate of withdrawal or cancellation of a corporation, limited partnership, limited liability partnership, limited liability company, voluntary association, or business trust, $25;Notwithstanding any other provision of this section to the contrary, after June 30, 2008, the fees described in this subdivision that are collected for the issuance of a certificate relating to the initial registration of a corporation, limited partnership, domestic limited liability company, or foreign limited liability company shall be deposited in the general administrative fees account established by this section.

(3) For receiving, filing, and recording a change of the principal or designated office, change of the agent of process and/or change of officers, directors, partners, members, or managers, as the case may be, of a corporation, limited partnership, limited liability partnership, limited liability company, or other business entity as provided by law, $15.(4) For receiving, filing, and preserving a reservation of a name for each 120 days or for any other period in excess of seven days prescribed by law for a corporation, limited partnership, limited liability partnership, or limited liability company, $15;(5) For issuing a certificate relating to a corporation or other business entity, as follows:

(A) Certificate of good standing of a domestic or foreign corporation, $10;(B) Certificate of existence of a domestic limited liability company and certificate of authorization foreign limited liability company, $10;(C) Certificate of existence of any business entity, trademark, or service mark registered with the Secretary of State, $10;(D) Certified copy of corporate charter or comparable organizing documents for other business entities, $15;(E) Plus, for each additional amendment, restatement, or other additional document, $5;(F) Certificate of registration of the name of a foreign corporation, limited liability company, limited partnership, or limited liability partnership, $25;(G) And for the annual renewal of the name registration, $10;(H) Any other certificate not specified in this subdivision, $10.(6) For issuing a certificate other than those relating to business entities, as provided in this subsection, as follows:(A) Certificate or apostille relating to the authority of certain public officers, including the membership of boards and commissions, $10;(B) Plus, for each additional certificate pertaining to the same transaction, $5;(C) Any other certificate not specified in this subdivision, $10;(D) For acceptance, indexing, and recordation of service of process for any corporation, limited partnership, limited liability partnership, limited liability company, voluntary association, business trust, insurance company, person, or other entity as permitted by law, $15;(E) For shipping and handling expenses for execution of service of process by certified mail upon any defendant within the United States, which fee is to be deposited to the special revenue account established in this section for the operation of the office of the Secretary of State, $5;(F) For shipping and handling expenses for execution of service of process upon any defendant outside the United States by registered mail, which fee is to be deposited to the special revenue account established in this section for the operation of the office of the Secretary of State, $15;(7) For a search of records of the office conducted by employees of or at the expense of the Secretary of State upon request, as follows:

(A) For any search of archival records maintained at sites other than the office of the Secretary of State no less than, $10;(B) For searches of archival records maintained at sites other than the office of the Secretary of State which require more than one hour, for each hour or fraction of an hour consumed in making a search, $10;(C) For any search of records maintained on site for the purpose of obtaining copies of documents or printouts of data, $5;(D) For any search of records maintained in electronic format which requires special programming to be performed by the state information services agency or other vendor any actual cost, but not less than, $25;(E) The cost of the search is in addition to the cost of any copies or printouts prepared or any certificate issued pursuant to or based on the search.

(F) For recording any paper for which no specific fee is prescribed, $5.(8) For producing and providing photocopies or printouts of electronic data of specific records upon request, as follows:(A) For a copy of any paper or printout of electronic data, if one sheet, $1;(B) For each sheet after the first, 50 cents;(C) For sending the copies or lists by fax transmission, $5;(D) For producing and providing photocopies of lists, reports, guidelines, and other documents produced in multiple copies for general public use, a publication price to be established by the Secretary of State at a rate approximating $2, plus 10 cents per page and rounded to the nearest dollar;(E) For electronic copies of records obtained in data format on disk, the cost of the record in the least expensive available printed format, plus, for each required disk, which shall be provided by the Secretary of State, $5.(b) The Secretary of State may propose rules for legislative approval, in accordance with the provisions of §29A-3-1 et seq.

of this code, for charges for online electronic access to database information or other information maintained by the Secretary of State.(c) For any other work or service not enumerated in this section, the fee prescribed elsewhere in this code or a rule promulgated under the authority of this code.(d) The records maintained by the Secretary of State are prepared and indexed at the expense of the state and those records shall not be obtained for commercial resale without the written agreement of the state to a contract including reimbursement to the state for each instance of resale.(e) The Secretary of State may provide printed or electronic information free of charge as he or she considers necessary and efficient for the purpose of informing the general public or the news media.(f) There is hereby continued in the State Treasury a special revenue account to be known as the Service Fees and Collections Account.

Expenditures from the account shall be used for the operation of the office of the Secretary of State and are not authorized from collections, but are to be made only in accordance with appropriation by the Legislature and in accordance with the provisions of §12-3-1 et seq.

of this code and upon the fulfillment of the provisions set forth in §5A-2-1 et seq.

of this code.

Notwithstanding any other provision of this code to the contrary, except as provided in subsection (h) of this section and §59-1-2a of this code, one half of all the fees and service charges established in the following sections and for the following purposes shall be deposited by the Secretary of State or other collecting agency to that special revenue account and used for the operation of the office of the Secretary of State:(1) The annual and biennial attorney-in-fact fee for corporations and limited partnerships established in §11-12C-5 of this code;(2) The fees received for the sale of the State Register, Code of State Rules, and other copies established by rule and authorized by §29A-2-7 of this code;(3) The registration fees, late fees, and legal settlements charged for registration and enforcement of the charitable organizations and professional solicitations established in §29-19-5, §29-19-9, and §29-19-15b of this code;(4) The annual and biennial attorney-in-fact fee for limited liability companies as designated in §31B-1-108 of this code and the annual and biennial report fee established in §31B-2-211 of this code:

Provided, That after June 30, 2008July 1, 2026, the annual and biennial report fees designated in §31B-1-108 of this code shall upon collection, be deposited in the General Administrative Fees Account described in subsection (h) of this section;(5) The filing fees and search and copying fees for uniform commercial code transactions established by §46-9-525 of this code;(6) The annual attorney-in-fact fee for licensed insurers established in §33-4-12 of this code;(7) The fees for the application and record maintenance of all notaries public established by §39-4-20 of this code;(8) The fees for registering credit service organizations as established by §46A-6C-5 of this code;(9) The fees for registering and renewing a West Virginia limited liability partnership as established by §47B-10-1 of this code;(10) The filing fees for the registration and renewal of trademarks and service marks established in §47-2-17 of this code;(11) All fees for services, the sale of photocopies and data maintained at the expense of the Secretary of State as provided in this section;

and(12) All registration, license, and other fees collected by the Secretary of State not specified in this section.(g) Any balance in the service fees and collections account established by this section which exceeds $500,000 as of June 30, 2003, and each year thereafter, shall be expired to the state fund, General Revenue Fund.(h)(1) Effective July 1, 2008, there is hereby created in the State Treasury a special revenue account to be known as the General Administrative Fees Account.

Expenditures from the account shall be used for the operation of the office of the Secretary of State and are not authorized from collections, but are to be made only in accordance with appropriation by the Legislature and in accordance with the provisions of §12-3-1 et seq.

of this code and upon the fulfillment of the provisions set forth in §11B-2-1 et seq.

of this code:

Provided, That for the fiscal year ending June 30, 2009, expenditures are authorized from collections rather than pursuant to an appropriation by the Legislature.

Any balance in the account at the end of each fiscal year shall not revert to the General Revenue Fund, but shall remain in the fund and be expended as provided by this subsection.(2) After June 30, 2008, all the fees and service charges established in §59-1-2a of this code for the following purposes shall be collected and deposited by the Secretary of State or other collecting agency in the general administrative fees account and used for the operation of the office of the Secretary of State:(A) The annual and biennial report fees paid to the Secretary of State by corporations, limited partnerships, domestic limited liability companies, and foreign limited liability companies;(B) The fees for the issuance of a certificate relating to the initial registration of a corporation, limited partnership, domestic limited liability company or foreign limited liability company described in subdivision (a)(2) of this section;

and(C) The fees for the purchase of data and updates related to the state’s Business Organizations Database described in §59-1-2a of this code.(i) There is continued in the office of the Secretary of State a noninterest-bearing, escrow account to be known as the Prepaid Fees and Services Account.

This account shall be for the purpose of allowing customers of the Secretary of State to prepay for services, with payment to be held in escrow until services are rendered.

Payments deposited in the account shall remain in the account until services are rendered by the Secretary of State and at that time the fees will be reallocated to the appropriate general or special revenue accounts.

There shall be no fee charged by the Secretary of State to the customer for the use of this account and the customer may request the return of any moneys maintained in the account at any time without penalty.

The assets of the prepaid fees and services account do not constitute public funds of the state and are available solely for carrying out the purposes of this section.(j) A veteran-owned business, as defined in §59-1-2a(a)(13), commenced on or after July 1, 2015, or an active-duty member business, as defined in §59-1-2a(a)(13), commenced on or after July 1, 2021, is exempt from paying the fees prescribed in paragraphs (a)(1)(A), (a)(1)(B), (a)(1)(C), (a)(1)(D), (a)(1)(E), (a)(1)(F), and(a)(1)(G) of this section.(k) Notwithstanding any other provisions of this article, after July 1, 2017, the Secretary of State may offer a fee for expedited services which shall not exceed, $500.(l) The fees provided for in this section shall remain in effect until such time as the Legislature has approved rules promulgated by the Secretary of State, in accordance with the provisions of §29A-3-1 et seq.

of this code, establishing a schedule of fees for services.

    AdoptedRejected