West Virginia > Secretary Of State > Business Organizations > Limited Liability Company
Application For Exemption From Certificate Of Authority Of LLC LLF-2 - West Virginia
| Application For Exemption From Certificate Of Authority Of LLC Form. This is a West Virginia form and can be used in Limited Liability Company Business Organizations Secretary Of State . |
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Natalie E. Tennant Secretary of State 1900 Kanawha Blvd E. Bldg 1, Suite 157-K Charleston, WV 25305 FILE ONE ORIGINAL (Two if you want a filed stamped copy returned to you) Penney Barker, Manager Corporations Division Tel: (304)558-8000 Fax: (304)558-8381 www.wvsos.com Hrs: 8:30 a.m. 5:00 p.m. ET FEE: $25.00 APPLICATION FOR EXEMPTION FROM CERTIFICATE OF AUTHORITY OF A LIMITED LIABILITY COMPANY Control# _______________ Organization Information 1. The name of the limited liability co. applying to do business in WV: ____________________________________ 2. The company was organized under the laws of the State of: Date of Organization: 3. The address of the principal office of the organization is: __________________________________________ __________________________________________ No. & Street City/State/Zip Business/Employees in WV: 4. The type of business to be conducted in WV is: _______________________________________________ 5. Are on site contractual services provided to another business located in WV? If yes, please describe: _____________________________________________________________________________________ 6. 7. 8. Will you maintain an office in WV? If yes, where? Will you apply for a contractor's license for construction work? Is the business in the state limited to sales? If yes, answer a-d a. Does any salesperson reside in the state? b. Will any salesperson need WV Workers' Comp. coverage? c. Does your salesperson have authority to finalize a contract? d. How are goods shipped to your customers? . . ____________________________________ ____________________________________ . No Yes, at:______________ No Yes No Yes No Yes No Yes No Yes Common Carrier Co. Vehicles No, we plan on multiple jobs or ongoing business Yes, Beginning _______ ending:______ No Yes No No No Yes Yes Yes 9. Do you expect work to be limited to only one occasion of no more than one month? 10. Will you have employees, other than sales people working within the state? If yes answer a-c. a. Will WV taxes be withheld? b. Will they have WV Unemployment Coverage? c. Will they have WV Workers' Comp. Coverage? Basis for Claiming Exemption: 11. List section number(s) of the WV Code §31B-10-1003 which makes your business exempt from being required to have a certificate of authority. List the section number in the blank for the appropriate code. Code Number §31B-10-1003 (A) _______ 12. Print name of signer: __________________________________ Title/Capacity: _____________________ Signature: ___________________________________________ Date: ___________________________ Form LLF-2 Issued by the Office of the Secretary of State Revised 10/09 American LegalNet, Inc. www.FormsWorkFlow.com Instructions for Applying for Exemption from Certificate of Authority of a Limited Liability Company Before completing this application please review the provision of the West Virginia Code. If you believe the nature and extent of your organization's activity in West Virginia will qualify your company to conduct business without obtaining a certificate of authority under one of the listed exemptions, you may apply for an exemption by completing the exemption application and mailing the form to the address on the top of the application. A fee of $25 for an exemption certificate is required. The Secretary of State will determine, based on the information you provide, whether an exemption may be granted or whether your company will be required to obtain a certificate of authority prior to beginning business. Please note that a company may not obtain a business license, obtain workers compensation or unemployment insurance, or obtain other licenses and permits without first obtaining either an exemption or a certificate of authority. If your company is not eligible for an exemption, then the exemption application will be returned to you and you will have to file for a certificate of authority. File with the Secretary of State one original signed application, or if you would like a filed copy returned to you submit two applications. The filing fee is $25 and you should make checks payable to the WV Secretary of State. The application needs to be signed by a member or manager of the company. WEST VIRGINIA CODE ON OBTAINING AN EXEMPTION FOR A LIMITED LIABILITY COMPANY §31B-10-1003. Activities not constituting transacting business. (a) Activities of a foreign limited liability company that do not constitute transacting business in this State within the meaning of this article include: (1) Maintaining, defending or settling any proceeding; (2) Holding meetings of its members or managers or carrying on other activities concerning internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign company's own securities or maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtness, mortgages and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts, and holding, protecting and maintaining property so acquired; (9) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (10) Transacting business in interstate commerce; (11) Applying for withholding tax on an employee residing in the State of West Virginia who works for the foreign limited liability company in another state; and (12) Holding all, or a portion thereof, of the outstanding stock of another corporation authorized to transact business in the State of West Virginia: Provided, that the foreign limited liability company does not produce goods, services or otherwise conduct business in the State of West Virginia. (b) For purposes of this article, the ownership in this State of income-producing real property or tangible personal property, other than property excluded under subsection (a) of this section, constitutes transacting business in this State. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation or regulation under any other law of this
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