West VirginiaHB 45462026 Regular SessionHouseWALLET

Providing for biennial reporting instead of annual reporting for business organizations.

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Bill Overview

Analyzed Economic Effects

9 provisions identified: 3 benefits, 2 costs, 4 mixed.

Stronger LLC enforcement and reinstatement

The Secretary of State may dissolve a domestic LLC if fees, taxes, or penalties go unpaid 60 days after due, or if a required report is 60 days late. For foreign LLCs, the Secretary may revoke authority for those same failures or for not filing agent changes. The Secretary must give a foreign LLC at least 60 days’ notice before revocation; you can fix the issue before the effective date. A dissolved or revoked LLC may apply for reinstatement within two years. Reinstatement needs required filings and payments, and may require a Tax Commissioner certificate.

LLPs: biennial reports and fees

A registered LLP may switch to filing every two years if it filed five straight annual reports on time and is in good standing. File the annual notice and $500 fee each year, or $1,000 every two years if you elect biennial filing. File notices and fees between January 1 and July 1. Foreign registered LLPs can use the same biennial option. The biennial‑election amendments take effect July 1, 2026, and past missed filings or unpaid fees are not forgiven.

LLCs can switch to biennial filing

An LLC may file every two years if it filed five straight annual reports on time and is in good standing. Elect when filing the fifth on‑time report, or between January 1 and July 1 if you already qualify. After election, the first biennial report is due January 1 to July 1 of the second year after the election, then every two years. Biennial reports include the same details as annuals: company and principal office info, agent info (if any), managers/members who can sign, and an email unless you cannot provide one. You pay $25 with an annual report or $50 with a biennial report. A deficient biennial report can be fixed within 60 days of notice. Missing a biennial filing or losing good standing cancels biennial status; you must file five on‑time annuals to elect again. Beginning July 1, 2026, the updated biennial‑election rules apply. Past missed filings or unpaid fees are not forgiven.

Cap on expedited SOS fees

The Secretary of State may offer expedited services, but the fee cannot be more than $500. This limits what you pay for faster processing.

Fee breaks for veteran startups

A veteran‑owned business that started on or after July 1, 2015 does not pay certain formation fees. An active‑duty member business that started on or after July 1, 2021 also does not pay those fees. This lowers startup costs for qualifying owners.

Associations must file reports

Every association formed under the law must file an annual or biennial report with the Secretary of State. Use the state forms and follow the state filing process.

Attorney‑in‑fact fee rules

Every corporation and limited partnership pays a $25 annual attorney‑in‑fact fee to the Secretary of State, due at registration and each year after. If your company elected biennial reporting, you pay $50 at each biennial filing instead of $25 each year.

Stronger, clearer SOS certificates

Certificates of existence or authorization now show if the most recent report was filed. A certificate from the Secretary of State is conclusive proof an LLC exists or is authorized, unless the certificate says otherwise. This makes checks by lenders and partners faster, but exposes if you are not current.

How the state splits SOS fees

The Secretary of State sends half of collected fees to the General Revenue Fund and half to the office’s service fees account. Each June 30, any balance over $500,000 in that account moves to the General Revenue Fund. The Tax Commissioner splits attorney‑in‑fact fees the same way. Older attorney‑in‑fact fee balances from before June 30, 2001 are transferred into the service fees account. Starting July 1, 2026, LLC report fees go to the General Administrative Fees Account.

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Sponsors & Cosponsors

Sponsor

Vernon Criss
Republican • House

Cosponsors

Bill Flanigan
Republican • House
Marty Gearheart
Republican • House
Scot C. Heckert
Republican • House
Michael Hornby
Republican • House

Roll Call Votes

All Roll Calls

Yes: 227 • No: 0

House vote • 3/14/2026

House concurred in Senate amendment and title amendment and passed bill (Roll No. 638)

Yes: 97 • No: 0

Senate vote • 3/12/2026

Passed Senate with amended title (Roll No. 483)

Yes: 34 • No: 0

House vote • 2/20/2026

Passed House (Roll No. 143)

Yes: 96 • No: 0

Actions Timeline

Approved by Governor 4/1/2026
4/1/2026House
To Governor 3/25/2026
3/25/2026House
House received Senate message
3/14/2026House
House concurred in Senate amendment and title amendment and passed bill (Roll No. 638)
3/14/2026House
Communicated to Senate
3/14/2026House
Completed legislative action
3/14/2026House
House Message received
3/14/2026Senate
To Governor 3/25/2026 - Senate Journal
3/14/2026Senate
Approved by Governor 4/1/2026 - Senate Journal
3/14/2026Senate
Approved by Governor 4/1/2026 - House Journal
3/14/2026House
On 3rd reading
3/12/2026Senate
Read 3rd time
3/12/2026Senate
Passed Senate with amended title (Roll No. 483)
3/12/2026Senate
Senate requests House to concur
3/12/2026Senate
On 2nd reading
3/11/2026Senate
Read 2nd time
3/11/2026Senate
Committee amendment adopted (Voice vote)
3/11/2026Senate
Reported do pass, with amendment and title amendment
3/10/2026Senate
Immediate consideration
3/10/2026Senate
Read 1st time
3/10/2026Senate
Introduced in Senate
2/21/2026Senate
To Government Organization
2/21/2026Senate
To Government Organization
2/21/2026Senate
On 3rd reading, Special Calendar
2/20/2026House
Read 3rd time
2/20/2026House

Bill Text

Committee Substitute
HTML PDF
Engrossed
HTML PDF
Enrolled
HTML PDF
Introduced Version
HTML PDF

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