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APPLICATION FOR EXEMPTION                                                          West Virginia Secretary of State 
FROM CERTIFICATE OF AUTHORITY                                                       Business & Licensing Division 
OF A LIMITED LIABILITY COMPANY                                                               Tel: (304)558-8000 
                                                                                             Fax: (304)558-8381 
Form LLF-2 
Rev. 11/2017                                                                             Website: www.wvsos.gov

FILE ONE ORIGINAL 
(Two if you want a filed 
stamped copy returned to you.)
FILING FEE:$25.00                                                                   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  Street:
   of the organization is: 
                                        City:                                State:         Zip Code:

4. The name and address of the Agent  
   (person or company) to whom          Name:
   notice of process may be sent,  
                                        Street:
   if any, will be:
                                        City:                               State:       Zip Code:

Business/Employees in WV:
5. The type of business to be conducted in WV is: _______________________________________________ 
6. Are on site contractual services provided to another business located in WV?YES /NO    If yes, please describe:
   .
   _____________________________________________________________________________________ 
7.  Will you maintain an office in WV? If "Yes," where?                   No        Yes, at: _______________    
8. Will you apply for a contractor’s license for construction work?       No        Yes 
9. Is the business in the state limited to sales? If "Yes," answer a-d.   No        Yes 
   a. Does any salesperson reside in the state?                           No        Yes 
   b. Will any salesperson need WV Workers’ Comp. coverage?               No        Yes 
   c. Does your salesperson have authority to finalize a contract?        No        Yes 
   d. How are goods shipped to your customers?                            Common Carrier      Company Vehicles 
10. Do you expect work to be limited to only one occasion           No, we plan on multiple jobs or on-going business.
   of no more than one month?                                       Yes, Beginning:               Ending:

11. Will you have employees, other than sales people, working within the state? If "Yes," answer a-c.    No       Yes
   a. Will WV taxes be withheld?                                        No          Yes
   b. Will they have WV Unemployment Coverage?                          No          Yes
   c. Will they have WV Workers' Compensation Coverage?                 No          Yes

Continued on page 2 of this application.



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Application for Exemption from Certificate of Authority of Limited Liability Company                        Page 2

Basis for Claiming Exemption:
12. List section number 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 (see attached list) in the blank space provided below.
    Code Number:  (A)

13. Print name of signer:                           Title/Capacity:

    Contact phone number (w/ area code):

    Signature:                                      Date:

    Reset Form                Print Form



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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, depending on the type of management 
structure) of the limited liability company (See below *Important Legal Notice Regarding Signature). 

*Important Legal Notice Regarding Signature        : Per West Virginia Code §31B-2-209. Liability for false 
statement in filed record. If a record authorized or required to be filed under this chapter contains a false 
statement, one who suffers loss by reliance on the statement may recover damages for the loss from a person 
who signed the record or caused another to sign it on the person's behalf and knew the statement to be false at 
the time the record was signed. 

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 



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(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 contracts or activities that may subject a foreign limited 
liability company to service of process, taxation or regulation under any other law of this State. 



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                                                                                            West Virginia Secretary of State 
                                                                                                 Business & Licensing Division 
                                                                                                                Tel: (304) 558-8000 
                                                                                                                Fax: (304) 558-8381 
                                                                                                             Website: www.wvsos.gov
Rev. 01/2023

  Filing Submission Instructions - Business Division

IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORMS. 
Please follow the instructions included with the application. Failure to include any of the required information on the form may  
cause the filing to be rejected.

All forms may be downloaded from our web site www.wvsos.gov. 

SUBMIT THE COMPLETED APPLICATION  WITH THE CUSTOMER ORDER REQUEST FORM TO ONE OF THE 
OFFICES BELOW. CHOOSE EXPEDITED OR STANDARD PROCESSING SERVICE. IF NOT USING THE CUSTOMER 
ORDER REQUEST FORM AND YOU ARE REQUESTING EXPEDITED SERVICE, YOU MUST INCLUDE THE WORD 
"EXPEDITE" AND THE LEVEL OF EXPEDITED SERVICE BEING REQUESTED (24-HOUR, 2-HOUR OR 1-HOUR) IN 
YOUR CORRESPONDENCE. BE SURE TO INCLUDE THE CORRECT ADDITIONAL EXPEDITED FEE. THIS FEE IS IN 
ADDITION TO THE REGULAR FILING FEE (SEE FEES BELOW).

CHOOSE ONE OF THE FOLLOWING PROCESSING SERVICES: 
  1    EXPEDITED SERVICE (24-hour,2-hour     and 1-hour; *Requires standard filing fee plus additional expedite fee, see below)
       Expedite Service *Fee           EXPEDITED SERVICE requests may be submitted by: 
       24-Hour          $  25.00       - E-mail to efilings@wvsos.gov 
       2-Hour           $250.00        - Fax 
       1-Hour           $500.00        - Walk in delivery

  2    STANDARD PROCESSING (5-10 business days)
       Standard filing fees apply.   STANDARD PROCESSING requests may be submitted by: 
                                     - E-mail to CorpFilings@wvsos.gov 
                                     - Fax 
                                     - Walk in delivery (drop off service only filed within 5-10 business days)
INCLUDE PAYMENT: 
Be sure to enclose the correct filing fee with your filing. If paying by credit card, be sure to include the e-Payment Authorization 
form with your filing. Your filing will be rejected if the payment is not included or if the e-Payment Authorization form is not 
included if paying by credit card.   

SUBMIT COMPLETED FILING TO ONE OF THE BUSINESS CENTERS BELOW:

                                       BUSINESS SERVICE CENTERS 
                                           Standard and Expedited Filings

  Charleston Office                    Clarksburg Office                    Martinsburg Office 
  One-Stop Business Center             North Central WV Business Center     Eastern Panhandle Business Center 
  13 Kanawha Blvd. West                153 West Main Street                 229 E. Martin Street 
  Suite 201                            Suite G- Third Floor                 Martinsburg, WV 25401 
  Charleston, WV 25302                 Clarksburg, WV 26301                 Phone: (304) 356-2654 
  Phone: (304) 558-8000                Phone: (304) 367-2775                Fax: (304) 260-4360 
  Fax: (304) 558-8381                  Fax: (304) 627-2243                  Hours: Mon. - Fri. 9:00a - 5:00p EST
  Hours: Mon. - Fri. 8:30a - 5:00p EST Hours: Mon. -Fri. 9:00a - 5:00p EST



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                                                                                                                     West Virginia Secretary of State 
                                                                                                                      Business & Licensing Division 
                                                                                                                      Tel: (304)558-8000 
                                                                                                                      Fax: (304)558-8381 
                                                                                                                      Website: www.wvsos.gov
Rev. 01/2023

 Customer Order Request                              SUBMIT THIS COMPLETED FORM WITH YOUR FILING.

            READ CAREFULLY BEFORE SUBMITTING - Expedite service is NOT AVAILABLE for the following filings:
             >> Tax Department filings including Sole Proprietorships, General Partnerships, and Associations 
             >> Dissolution or Withdrawal of Corporation, Voluntary Association or Business Trust

 Order Processing Requested*:          * * *  Expedite Processing Requires Additional Fees  * * *                   
     Standard Processing**                         24-HOUR Expedite***          2-HOUR Expedite                        1-HOUR Expedite
    (Avg. processing turnaround     (additional $25.00 fee included)       (additional $250.00 fee included)          (additional $500.00 fee included)
     5-10 business days)
                                                                 Email to: eFilings@wvsos.gov
 Email to: CorpFilings@wvsos.gov
                                                   ALL Requests for Copies of documents email to: Copies@wvsos.gov
 *"Processing" indicates the filing will be completed and registered in the Secretary of State registration database. 
 **Standard Processing applications received byE-MAIL or FAX must include the e-Payment Authorization form with credit card information. 
 ***NOTE: Orders filed in person through any Secretary of State office location requesting the filing be processed will be assessed a 24-HOUR 
 Expedite fee of $25.00 per order.

Name of Entity:

Return filing to: 
(Return Address)

Contact Name:                                                             Phone: 

Return Delivery Options: Email or Fax options do not receive a copy via mail; must be ordered separately.
   Email to:                                                           Fax to: 

   Hold for Pick Up               Mail to Return Address above         FedEx:  Acct #

   Other (explain below):                                              UPS:  Acct #

Order Description (include items being ordered and fee breakdown):

* PLEASE NOTE: Original paperwork is kept by this office. Include a copy of the original filing if  
you want a file stamped copy returned to you at no extra charge. Certified copy requests are an     Total Amount:
additional $15 per certified copy being requested.
Payment Method:
   Check/Money Order                Credit Card    (Must attach e-Payment Authorization request form including payment information.)
   Cash (Do Not mail cash)           Pre-paid Acct #:                      Attach signed pre-paid slip.



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                  MAC WARNER  
                  Secretary of State                             24-hour, 2-hour and 1-hour 
                  State Capitol Building 
                  Charleston, WV 25305  
                  Phone: (304) 558-6000                          Expedite Service Guidelines
                  Website: www.sos.wv.gov

IMPORTANT:  To ensure expedited service, please mark “EXPEDITE” in a conspicuous place at 
the top of the service request.  Please indicate method of delivery.  
  
24-HOUR EXPEDITE SERVICE  
  
The Secretary of State offers a 24-hour expedite service on most business organization filings processed by this office.  If 
you choose to utilize this service, please enclose with your filing the additional expedite fee.  Please note that this expedite 
fee is in addition to the standard fee charged on each filing and/or order.  You must mark the document with your “24-HOUR 
EXPEDITE” request.  If using a cover letter, note that you are requesting 24-hour expedited service, and include your 
telephone number and return information.  Each filing will be returned by U.S.P.S. regular mail unless other arrangements 
are made.  This office does not fax confirmation of a 24-hour expedite.  
  
The fee for 24-hour handling is $25.00 in addition to the usual fee for service.  Please consult our fee schedules for the 
appropriate fee.  If you require assistance, please contact this office.  
  
Time Constraints:  Under most circumstances, each filing submitted receives same day filing date and may be picked up in 
the office by the end of the same business day.  Filings to be mailed the next business day if received by 2:00 pm of receipt 
date and no later than the 2nd business day if received after 2:00 pm.  Expedite period begins when filing or service request 
is received in this office in acceptable fileable form.    
  
2-HOUR EXPEDITE SERVICE  
  
The Secretary of State offers a 2-hour expedite service on most filings processed by this office.  If you choose to utilize the 
2-hour expedite service, please enclose with your filing an additional $250.00 per filing and/or order.  Please note that this 
expedite fee is in addition to the standard fee charged on each filing and/or order.  Complete and submit the 2-hour 
customer order instruction form.  If not using our order form, state clearly in your cover letter that you are requesting 2-hour 
expedited service and include your telephone number and return information.  Attach the order form or cover sheet to the 
top of your filing and submit to this office.  Each filing will be returned by U.S.P.S. regular mail unless other arrangements 
are made.  
  
1-HOUR EXPEDITE SERVICE  
  
The Secretary of State offers a 1-hour expedite service on most filings processed by this office.  If you choose to utilize the 
1-hour expedite service, please enclose with your filing an additional $500.00 per filing and/or order.  Please note that this 
expedite fee is in addition to the standard fee charged on each filing and/or order.  Complete and submit the 1-hour 
customer order instruction form.  If not using our order form, state clearly in your cover letter that you are requesting 1-hour 
expedited service and include your telephone number and return information.  Attach the order form or cover sheet to the 
top of your filing and submit to this office.  Each filing will be returned by U.S.P.S. regular mail unless other arrangements 
are made.  
  
1-Hour and 2-Hour Time Constraints:  Each filing submitted for either 1-hour or 2-hour expedite receives same day filing 
date and will be acknowledged by fax or e-mail within expedite service time.  Failure to indicate method of acknowledgement 
(fax or e-mail) or to provide a correct fax number or e-mail address may prevent the Secretary of State from acknowledging 
the filing of such documents.  Filings may be picked up within the expedite service period. Filings to be mailed will be mailed 
out no later than the next business day following receipt.  Expedite period begins when filing or service request is received in 
this office in fileable form.  
  
The Secretary of State reserves the right to extend the expedite period in times of extreme 
volume, staff shortages or equipment malfunction.  These extensions are few and will rarely 
extend more than a few hours.  
                                                                          WV Secretary of State Expedite Guidelines 
                                                                          Effective: 8-31-17



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                                                                                         West Virginia Secretary of State 
                                                                                              Business & Licensing Division 
                                                                                                                        Tel: (304)558-8000 
                                                                                                                        Fax: (304)558-8381 
                                                                                               Website: www.wvsos.gov
                                                                                                                              Rev. 11/2017
                                                                                         USE BLACK INK ONLY - DO NOT HIGHLIGHT 
e-Payment Authorization                 This document contains confidential financial information and will be properly shredded after payment 
                                        has been processed by this office. Electronic storage of payment information is only permitted by signed 
                                        authorization below which may be retracted at any time by written request by the authorized party.
Service Type:       Fax      E-mail        Mail

Payment by Card     (card holder name and billing address required below)

Card Type:           Visa               Mastercard                 Discover              American Express

Credit Card Number:                                                                           V Code*

  * 3-digit number on back of VISA, MasterCard and Discover cards. 
     4-digit number on front right side of American Express card.
NOTICE: For security and verification purposes, all credit card payments must include the 3- or 4-digit CVV2 code (V Code) number 
located on the credit card. Failure to include this code will result in the rejection of your filing or service request.

Credit Card Expiration Date: Month:                                Year:

                                                                   Amount to Charge Card: USD $
Order Information    (required) 

Entity Name: 

Card Holder Information: 
  Name as it appears on the account
                    Billing Address

                             City                                           State             Zip Code

                        Telephone                                    Ext.

Payment Information Storage Authorization  (optional) 
I authorize the Secretary of State to store this payment information for future payment transactions processed by Secretary of State:
X                                                                Date
Authorized Signature 

Payment Authorization        (required) 
I authorize the Secretary of State to bill an amount not to exceed the following to be charged to the above listed account(s):

X                                                                Date
Authorized Signature 
                                Reset Form                         Not to Exceed Amount: USD $






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