How to Reinstate an LLC in West Virginia: Two Years, $25, and a Second Agency’s Signature

Updated August 24, 2026. Quick answer: West Virginia gives an administratively dissolved LLC two years to apply for reinstatement, and the fee is a flat statutory $25. What trips people up is what has to travel with that application: alongside the Secretary of State paperwork, the statute requires “a certificate from the Tax Commissioner reciting that all taxes owed by the company have been paid”, a second agency’s sign-off, not just the Secretary of State’s own review. Miss the two-year window and the Uniform Limited Liability Company Act’s winding-up article provides no further path back under this section. West Virginia also does not reserve a dissolved company’s name for any grace period; the ordinary distinguishability rule applies for the full two years, so the name is exposed from day one, not just after some later deadline.

Five grounds, wider than the usual three

West Virginia’s Uniform Limited Liability Company Act lets the Secretary of State start a dissolution proceeding for the grounds this series usually sees, an unpaid fee, tax, or penalty sixty days overdue, or a missing registered agent, plus a missing report:

“(2) The company fails to deliver its annual or biennial report to the Secretary of State within 60 days after it is due;”

W. Va. Code § 31B-8-809(a)(2)

But the list keeps going, into territory this series doesn’t usually see in an LLC statute:

“(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”

W. Va. Code § 31B-8-809(a)(3)-(4)

A revoked professional license held by a member, or a default with the state’s Bureau of Employment Programs, can dissolve a company with nothing wrong on its Secretary of State filings at all. A misrepresentation in any application, report, or affidavit submitted under the chapter rounds out a fifth ground. Five separate triggers, two of them entirely outside the Secretary of State’s own paperwork.

That matters for how a dissolved company diagnoses its own situation. A company that checks its Secretary of State filing history and finds everything current could still be dissolved for a licensing-board action or an employment-program default that never touched the corporate filing at all. Fixing the paperwork alone would not be enough to reinstate in that case. The underlying professional-license or employment-program problem has to be resolved first, since § 31B-8-811(a)(2) requires the application to state that the ground for dissolution has actually been eliminated, not just that the annual report has since been filed.

Two years, and a second agency has to sign off

Once dissolved, the clock and the appeal path are both set by the same subsection:

“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.”

W. Va. Code § 31B-8-809(b)

Two years is the outer limit for using this section at all. What makes West Virginia distinctive within that window is not the deadline itself but a piece of the application most states don’t require:

“Contain a certificate from the Tax Commissioner reciting that all taxes owed by the company have been paid.”

W. Va. Code § 31B-8-811(a)(4)

The Secretary of State cannot accept the application on its own say-so about taxes. It needs a document from an entirely different office, the State Tax Commissioner, confirming the company is paid up. That is one more moving part, and one more place a reinstatement can stall, than the single-agency process this series usually documents.

The application has to travel with three other things besides the tax certificate: the company’s name and its dissolution date, a statement that whatever caused the dissolution is gone, and confirmation the name still clears West Virginia’s ordinary distinguishability test. None of the four pieces is unusual on its own, Ohio and DC both ask for something similar, but the requirement to go get a document from the Tax Commissioner first, rather than simply attesting to the Secretary of State that taxes are current, adds a step and a timeline outside the Secretary of State’s own control.

What the Act does not offer

Article 8 of Chapter 31B is short: twelve sections, start to finish, covering everything from the events that cause dissolution through the appeal of a denied reinstatement. All twelve were reviewed specifically to check whether anything past § 31B-8-811’s two-year window offers a second route back. Nothing does. § 31B-8-812 covers only an appeal from a denial that happens inside the two-year process itself, not a path that opens up once the window has already closed.

That is a narrower negative claim than a search of the entire West Virginia Code would support, and this page doesn’t make the broader one: outside Article 8, other statutes (bankruptcy proceedings, judicial dissolution actions, or a fresh formation under a new name) may exist as practical alternatives, but they were not researched here. What can be said from the text read this session is that Article 8 itself, on its own terms, stops offering reinstatement once two years have run.

The two-year bound is deliberate rather than incidental: § 31B-8-811 exists specifically to give an administratively dissolved company a way back, and the Legislature chose to write a number into that section rather than leaving it open-ended the way Maryland’s and DC’s equivalent provisions are. A West Virginia company weighing whether to deal with dissolution now or later does not have Maryland’s or DC’s luxury of an unstated deadline. The clock here is real and it is short enough to matter.

What reinstatement gives back

Filed within the window, with both agencies satisfied, the fix is complete and retroactive:

“When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the company may resume its business as if the administrative dissolution had never occurred.”

W. Va. Code § 31B-8-811(c)

Unlike the District’s version of the same clause, West Virginia’s relation-back language carries no separate carve-out for third parties who relied on the dissolution in the meantime: the sentence is a flat statement that the dissolution is treated as if it never occurred.

No grace period on the name

The reinstatement application has to confirm the company’s name still clears the ordinary bar every new LLC has to clear:

“Except as authorized by subsections (c) and (d) of this section, the name of a limited liability company must be distinguishable upon the records of the Secretary of State from: (1) The name of any corporation, limited partnership, limited liability partnership or limited liability company incorporated, organized or authorized to transact business in this state;”

W. Va. Code § 31B-1-105(b)(1)

There is no separate rule anywhere in Chapter 31B that holds a dissolved LLC’s name open, the way Ohio reserves one for a year. From the moment dissolution takes effect, the name is available to any other filer who wants it, for the entire two years a company has to reinstate, not just after some later grace period expires. A company that waits even a few months into that window is already taking a real risk on its own name, not a theoretical one.

If the name is gone by the time the two years are used, § 31B-8-811(a)(3) does not offer a workaround: the application simply cannot be accepted under the old name, and nothing in Article 8 describes a reserved or protected alternate name process comparable to what a company would use when first forming. The practical fix, filing under a new name, sits outside the text this page read this session.

The fee itself is small and fixed by statute

Unlike DC’s or Maryland’s agency-set schedules, West Virginia’s reinstatement fee is written directly into the Code’s own general fee table, not left to a filing office’s discretion:

“(R) Reinstatement of a limited liability company or professional limited liability company after administrative dissolution, $25.”

W. Va. Code § 59-1-2(a)(1)(R)

That same fee section also sets a $25 annual report fee (or $50 if the company elects biennial reporting) and a separate administrative late fee of $50 for an annual delinquency or $100 for a biennial one, under § 59-1-2A. The $25 reinstatement fee is genuinely small on its own; it is the back reports, back taxes, and the Tax Commissioner’s certificate that make the real cost of a late West Virginia reinstatement unpredictable from the statute alone.

What this page does not do

• It does not total the specific back-tax bill for any individual company. What the Tax Commissioner’s certificate will actually require depends on that company’s own filing history, which this page has no access to.
• It does not identify any alternative to reinstatement after the two-year window closes. Article 8 offers none under this section; whether other paths exist elsewhere in West Virginia law was not researched here.
• It is not legal advice.

Related: what an LLC costs to keep in West Virginia, how to dissolve a West Virginia LLC on purpose, and LLC dissolution cost by state. Other states in this series: Ohio, which uses the same two-year window, and Virginia, a separate Uniform Act state with its own reinstatement rules.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.