HB 4546: Providing for biennial reporting instead of annual reporting for business organizations. - West Virginia

hb4546 s gov am _1 3-8 adopted.htm → hb4546 s gov amt _1 3-9 adopted.htm · 5 edits

MODERATE

This bill amends multiple sections of the West Virginia Code to transition various business entities from annual reporting to a biennial (every two years) reporting schedule. The changes affect corporations, limited partnerships, limited liability companies, and limited liability partnerships, requiring them to pay a higher biennial fee instead of an annual fee if they meet specific filing history requirements. The bill also updates administrative dissolution and reinstatement procedures to align with this new biennial cycle.

Scope change

The bill expands the scope of biennial reporting requirements to include additional business entity types, specifically limited liability partnerships and certain foreign entities, while modifying the reporting frequency for existing entities.

REQUIREMENT

Changed the reporting frequency for corporations, limited partnerships, and limited liability companies from annual to biennial, provided they have a clean five-year filing history.

Added biennial reporting options for registered limited liability partnerships, allowing them to file every two years instead of annually.

FISCAL

Increased the fee amounts for biennial reports from $50 to $100 for limited liability companies and adjusted related attorney-in-fact fees.

TIMELINE

Updated effective dates for new reporting cycles and reinstatement procedures to reflect the biennial schedule.

ENFORCEMENT

Revised administrative dissolution and reinstatement rules to account for the new biennial filing deadlines and grace periods.

Committee Substitute → hb4546 s gov am _1 3-8 adopted.htm · 5 edits

MODERATE

This bill amends West Virginia laws to allow various business entities (corporations, LLCs, partnerships, and insurers) to file biennial reports instead of annual ones, provided they have a history of timely filings. It establishes a new $50 biennial fee (double the $25 annual fee) and updates administrative dissolution and reinstatement procedures to align with this new reporting schedule. The changes also create a new 'General Administrative Fees Account' for LLC and LLP fees and add a 'One-Stop' electronic portal requirement for state agencies.

Scope change

The scope of biennial reporting eligibility was expanded to include Limited Liability Partnerships (LLPs) and foreign entities, whereas previously it was limited to specific domestic entities. The definition of 'good standing' now includes a five-year history of timely annual filings as a prerequisite for electing biennial reporting.

ELIGIBILITY

Added eligibility criteria for biennial reporting requiring a five-year history of timely annual filings and good standing for LLCs, LLPs, and partnerships.

FISCAL

Created a new 'General Administrative Fees Account' to receive LLC and LLP report fees, separating them from the previous 'Service Fees and Collections Account' used for corporations and partnerships.

REQUIREMENT

Added a requirement for the Secretary of State to establish a 'One-Stop' web-based business portal for electronic filings and payments across multiple state agencies.

Added a new registration fee of $250 and an annual fee of $500 (or $1,000 biennially) for Registered Limited Liability Partnerships (LLPs).

ENFORCEMENT

Updated administrative dissolution and reinstatement procedures for LLCs, partnerships, and foreign entities to include specific 60-day cure periods and standardized grounds for revocation.

Enrolled Committee Substitute → Committee Substitute · 5 edits

MODERATE

This bill transitions West Virginia's business reporting system from an annual to a biennial schedule for most entities, including corporations, limited liability companies, and partnerships. While the frequency of filings is reduced, the fees remain the same ($25 annually or $50 biennially), and the bill explicitly states that this change does not forgive past failures to file or pay fees.

Scope change

The scope of biennial reporting is expanded to include all entity types previously required to file annually, specifically adding limited liability partnerships and foreign entities to the biennial election option.

REQUIREMENT

Changed the reporting frequency from annual to biennial for corporations, limited liability companies, and partnerships that have a clean five-year filing history.

Added a new biennial reporting election option for registered limited liability partnerships, allowing them to file every two years instead of annually.

TIMELINE

Updated effective dates throughout the code to July 1, 2026, for the new biennial reporting provisions.

ENFORCEMENT

Added specific clauses stating that the new biennial election does not forgive prior failures to file annual reports or pay fees.

DEFINITION

Clarified definitions in the fees section to align 'attorney-in-fact' fees with the new annual and biennial report fee structure.

Engrossed Committee Substitute → Enrolled Committee Substitute · 6 edits · Apr 1, 2026

MODERATE

This bill updates West Virginia's business reporting laws to allow companies to switch from annual to biennial (every two years) reporting for an additional fee. It simplifies the process for Limited Liability Companies, Limited Partnerships, and Registered Limited Liability Partnerships by establishing clear criteria for electing biennial reporting after five years of timely annual filings. The changes also update fee structures and clarify that these new biennial options do not forgive past failures to file or pay fees.

Scope change

The bill expands the scope of biennial reporting options to include Limited Liability Partnerships and Registered Limited Liability Partnerships, in addition to existing provisions for Limited Liability Companies and corporations. It also clarifies the applicability of these rules to foreign entities doing business in the state.

REQUIREMENT

Added a formal election process allowing LLCs, Limited Partnerships, and Registered Limited Liability Partnerships to switch from annual to biennial reporting after five consecutive years of timely annual filings.

Established that biennial reports must be filed every two years (January 1 to July 1) and include the same information as annual reports, with a 60-day correction window for errors.

Added new provisions for Registered Limited Liability Partnerships to elect biennial reporting, aligning them with other business entity types.

ENFORCEMENT

Clarified that electing biennial reporting does not forgive prior failures to file annual reports or pay fees, and that losing good standing or missing a biennial filing revokes the election.

FISCAL

Updated fee schedules and deposit requirements, directing biennial report fees to be deposited in the General Administrative Fees Account starting July 1, 2026.

TIMELINE

Set the effective date for the new biennial reporting election provisions as July 1, 2026.

Introduced Version → Engrossed Committee Substitute · 7 edits · Mar 14, 2026

MODERATE

This bill converts the West Virginia Secretary of State's business reporting system from an annual to a biennial cycle. It lowers the recurring fee for most entities from $25 per year to $50 every two years, while raising the one-time registration fee for new foreign limited liability companies from $150 to $250. The changes also introduce a new electronic 'one-stop' portal for business filings and update late fee penalties to $50 for annual delinquencies and $100 for biennial delinquencies.

Scope change

The bill expands the scope of entities subject to biennial reporting to include corporations, limited partnerships, and limited liability companies, whereas previously only limited liability companies were explicitly mentioned in the context of this specific change. It also adds new reporting requirements for corporations and limited partnerships.

REQUIREMENT

Changed the reporting frequency for most business entities from annual to biennial (every two years), requiring a five-year history of timely filings to qualify for the election.

Added a requirement for corporations and limited partnerships to file annual or biennial reports containing officer/director names, parent company information, and business class codes.

Established a new 'one-stop' electronic state business portal to allow businesses to file reports, pay taxes, and manage licenses in a single location.

FISCAL

Reduced the recurring annual report fee from $25 to $50 for biennial filers, but increased the one-time registration fee for foreign limited liability companies from $150 to $250.

ENFORCEMENT

Updated late fee penalties for missed filings to $50 for annual delinquencies and $100 for biennial delinquencies.

DEFINITION

Added specific definitions for 'Veteran-owned business' and 'active-duty member-owned business' to establish exemptions from certain fees.

TIMELINE

Set the effective date for the biennial reporting election and fee changes to July 1, 2026.

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

What changed between versions

How they voted

Actions timeline

Sponsors