West Virginia: LLC Operating Agreement Requirements
The short answer
West Virginia does not require a domestic LLC to adopt a written operating agreement. All members may make an agreement that need not be in writing, while Chapter 31B supplies equal-management, headcount-voting, equal-distribution, unanimous-amendment, admission, and transfer defaults for matters the agreement does not change. The articles—not the private agreement alone—must designate a manager-managed company.
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This is the general rule in West Virginia. Ezel applies current West Virginia law to your specific facts and answers with citations to the statutes.
| Governing law and document name | West Virginia Uniform Limited Liability Company Act; 'operating agreement' (§ 31B-1-101(16)) |
|---|---|
| Required or optional | Optional; all members may enter one, and Chapter 31B governs matters it does not address (§ 31B-1-103(a)) |
| Permitted form and signatures | Need not be in writing; no general operating-agreement signature, witness, acknowledgment, or notary rule (§§ 31B-1-101(19)–(20), 31B-1-103(a)) |
| Adoption timing and effect | No stated adoption deadline or preformation-effect rule; LLC existence begins when articles are filed, and Chapter 31B supplies defaults until an agreement governs (§§ 31B-1-103(a), 31B-2-202) |
| Single member and assent | One-member LLC permitted; the sole member may act as all members. An admitted transferee is bound by the agreement; later admission otherwise needs all-member consent (§§ 31B-2-202(a), 31B-4-404(c)(7), 31B-5-503(a)–(b)) |
| Management and authority defaults | Member-managed unless articles designate manager management; equal management rights and member majority for ordinary matters, with specified unanimous matters. Ordinary-course member/manager agency follows the public management form (§§ 31B-1-101(14)–(15), 31B-2-203(a)(6), 31B-3-301, 31B-4-404) |
| Voting, economic, and transfer defaults | Votes count members/managers equally; interim distributions are equal and require all-member approval; new members require unanimity. A transferee receives distributions only unless admitted (§§ 31B-4-404, 31B-4-405, 31B-5-502 to -503) |
| Nonwaivable rules and duties | Cannot unreasonably restrict information, eliminate loyalty or good faith, unreasonably reduce care, vary specified judicial expulsion/winding-up rules, or restrict protected outsider rights (§§ 31B-1-103(b), 31B-4-409, 31B-6-601(6), 31B-8-801(b)(4)–(6)) |
| Amendment, filing, and records | Default unanimous amendment; articles are filed separately and control reasonable outsider reliance, while the agreement controls insiders. A member may demand a copy of any written agreement (§§ 31B-2-203 to -204, 31B-4-404(c)(1), 31B-4-408(c)) |
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Requirements one by one
Governing law and document name
West Virginia Code § 31B-1-101 calls Chapter 31B the framework for a West
Virginia LLC and defines the operating agreement as the agreement concerning
relations among the members, managers, and company. The defined term includes
later amendments.
Required or optional
An agreement is optional. West Virginia Code § 31B-1-103(a) says all members
“may enter into” one and then makes Chapter 31B the fallback for anything the
agreement does not cover.
Permitted form and signatures
West Virginia Code § 31B-1-103(a) expressly says the agreement need not be in
writing. Chapter 31B defines both electronic records and electronic
signatures in § 31B-1-101, but it states no general operating-agreement
signature, witness, acknowledgment, or notarization condition.
That flexibility concerns the agreement itself. A separate transaction can
still carry its own formality—for example, Chapter 31B treats an appointment of
a voting proxy as a signed instrument under § 31B-4-404(e).
Adoption timing and effect
West Virginia Code § 31B-2-202 says the LLC's legal existence begins when the
articles are filed, unless they specify a delayed effective date. Chapter 31B
states no general deadline for adopting an operating agreement and no separate
rule giving preformation terms legal effect before the LLC exists. Until the
members enter an agreement that changes a default, § 31B-1-103(a) makes the Act
control.
Single member and assent
West Virginia Code § 31B-2-202(a) expressly permits a company with one member.
That sole member is all of the company's members for § 31B-1-103(a)'s agreement
rule.
For a later owner, the transfer rules separate admission from economics. Under
West Virginia Code §§ 31B-5-502 and 31B-5-503, a transferee initially gets only
the transferred distributions. The transferee becomes a member only under
authority in the agreement or with all other members' consent; once admitted,
the transferee is subject to the agreement without a separate Chapter 31B
signature formality.
Management and authority defaults
West Virginia Code §§ 31B-1-101(14) and 31B-2-203 make member management the
default. Manager management requires that designation in the filed articles,
not merely a private label in the operating agreement.
West Virginia Code § 31B-4-404 gives members equal management rights and lets a
majority of members decide ordinary business matters. In a manager-managed
company, managers instead have equal rights and a manager majority decides.
The statute reserves twelve listed matters for all-member consent, including
amending the agreement, making an interim distribution, admitting a new member,
and disposing of substantially all company property.
Authority follows that public structure. West Virginia Code § 31B-3-301(a)
makes each member an ordinary-course agent in a member-managed company. In a
manager-managed company, membership alone creates no agency; each manager has
the ordinary-course authority instead.
Voting, economic, and transfer defaults
West Virginia counts people, not ownership percentages, for its ordinary
management default. Section 31B-4-404 gives each member or manager equal rights
and uses a majority of those people for ordinary decisions.
West Virginia Code § 31B-4-405 separately makes pre-dissolution distributions
equal. Section 31B-4-404(c) requires all-member consent to make an interim
distribution and to admit a new member. Sections 31B-5-502 and 31B-5-503 keep a
mere transferee outside management and information rights unless the transferee
is admitted as a member.
Nonwaivable rules and duties
West Virginia Code § 31B-1-103(b) supplies the contract floor. An agreement
cannot unreasonably restrict information, eliminate loyalty or good faith,
unreasonably reduce care, vary the specified judicial-expulsion and winding-up
rules, or restrict Chapter 31B rights held by protected outsiders.
West Virginia Code § 31B-4-409 defines loyalty, care, and good faith. Loyalty
may be narrowed by specific, not-manifestly-unreasonable categories or a
full-disclosure ratification method; care may be reduced only reasonably; and
good-faith performance standards may be set only if not manifestly
unreasonable.
The preserved court rules matter. West Virginia Code § 31B-6-601(6) permits
judicial expulsion for specified wrongful conduct or material breach, while
§ 31B-8-801(b)(4)–(6) preserves the listed illegality and judicial winding-up
events for members, dissociated members, and qualifying transferees.
Amendment, filing, and records
West Virginia Code § 31B-4-404(c)(1) defaults to unanimous amendment. Members
can take required action without a meeting, and a signed proxy may appoint
someone else to act.
The private agreement and the public articles do different jobs. West Virginia
Code § 31B-2-203 permits operating-agreement terms to be placed in the articles
and makes the agreement control an inconsistency among insiders, while the
articles protect a nonmember who reasonably relies on them. Article amendments
are separately filed under § 31B-2-204(a).
If the agreement is written, West Virginia Code § 31B-4-408(c) lets a member
demand a copy at the company's expense. Information and record access cannot be
unreasonably restricted under § 31B-1-103(b)(1).
What trips people up
A manager-managed clause needs a matching public filing. Chapter 31B's
definition keys manager management to the articles, so a private clause alone
does not change the statutory public form.
The fallback math is equal, not percentage-based. Equal management rights
and equal distributions apply unless the agreement replaces them. A capital
schedule by itself should not be mistaken for the statutory voting or
distribution rule.
Equal shares do not authorize an insolvent distribution. Under
§ 31B-4-407, a member or manager who assents to an unlawful distribution and
fails § 31B-4-409's duty standard can be personally liable to the company.
A transfer is not automatic membership. The transferee receives economic
rights first. Management, voting, and ordinary information rights require
admission under West Virginia Code § 31B-5-503.
Common questions
Can members approve an action without holding a meeting? Yes. West Virginia
Code § 31B-4-404(d) permits action requiring member or manager consent to be
taken without a meeting.
Can a member vote through a proxy? Yes. Section 31B-4-404(e) permits a
member or manager to appoint a proxy through a signed appointment instrument.
Can a transferee ever seek dissolution without becoming a member? In the
limited circumstances stated in West Virginia Code § 31B-5-503(e)(3), a
nonmember transferee may seek the equitable winding-up determination described
in § 31B-8-801(b)(6).
Statutes and sources
- West Virginia Code §§ 31B-1-101 and 31B-1-103 — document definition,
management-form definitions, unwritten agreements, statutory defaults, and
nonwaivable limits. https://code.wvlegislature.gov/31B-1-101/ and
https://code.wvlegislature.gov/31B-1-103/ (accessed 2026-07-26) - West Virginia Code §§ 31B-2-202 to -204 — formation, articles,
manager-managed designation, insider/outsider conflicts, and separate article
amendments. https://code.wvlegislature.gov/31B-2-202/,
https://code.wvlegislature.gov/31B-2-203/, and
https://code.wvlegislature.gov/31B-2-204/ (accessed 2026-07-26) - West Virginia Code § 31B-3-301 — member and manager agency.
https://code.wvlegislature.gov/31B-3-301/ (accessed 2026-07-26) - West Virginia Code §§ 31B-4-404 to -409 — management, voting,
distributions, information, unlawful-distribution liability, and duties.
https://code.wvlegislature.gov/31B-4-404/,
https://code.wvlegislature.gov/31B-4-405/,
https://code.wvlegislature.gov/31B-4-407/,
https://code.wvlegislature.gov/31B-4-408/, and
https://code.wvlegislature.gov/31B-4-409/ (accessed 2026-07-26) - West Virginia Code §§ 31B-5-502 and -503 — economic-only transfer and
member admission. https://code.wvlegislature.gov/31B-5-502/ and
https://code.wvlegislature.gov/31B-5-503/ (accessed 2026-07-26) - West Virginia Code §§ 31B-6-601 and 31B-8-801 — judicial expulsion and
winding-up grounds. https://code.wvlegislature.gov/31B-6-601/ and
https://code.wvlegislature.gov/31B-8-801/ (accessed 2026-07-26)
Source links
Every statute quoted above, linked, with the date we checked it.
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