Providing for biennial reporting instead of annual reporting for business organizations.
Summary
HB4546 changes a range of West Virginia business filing and fee statutes to allow certain entities to choose biennial reporting instead of annual reporting, once they have maintained five consecutive years of timely annual filings and are in good standing with the Secretary of State. The bill applies this option to domestic and foreign limited liability companies, limited partnerships, registered limited liability partnerships, and certain cooperative associations, and it updates related provisions governing certificates of existence/authorization, administrative dissolution, revocation, reinstatement, and filing deadlines to recognize biennial reports where applicable.
The bill also adjusts several fee provisions so that entities electing biennial reporting pay a biennial fee in lieu of the annual fee, including Secretary of State attorney-in-fact fees for corporations, limited partnerships, LLCs, and licensed insurers, as well as annual notice/report fees for LLPs. It revises the Secretary of State fee statute to direct some of these receipts into the General Administrative Fees Account or the Service Fees and Collections Account, and it preserves the Secretary of State’s authority to administer filings, maintain records, and enforce compliance through dissolution or revocation for nonpayment or failure to file.
Impact
HB4546 amends multiple chapters of the West Virginia Code governing business entities, Secretary of State filing requirements, and fee collection. The practical effect is to reduce filing frequency for qualifying businesses while preserving the same disclosure information and enforcement mechanisms, and to align fee schedules and account deposits with the new biennial reporting option. It affects domestic and foreign LLCs, limited partnerships, LLPs, cooperative associations, insurers, and the Secretary of State’s office, while expressly providing that the 2026 biennial-reporting changes do not forgive prior missed filings or unpaid fees.
Sentiment
The bill appears to have been broadly supported and noncontroversial. It passed the House 93-0, the Senate 32-0, and the House again 94-0 on concurrence with the Senate’s amended title. The unanimous votes suggest general agreement that the measure is a business-friendly administrative simplification rather than a policy dispute.
Contention
No major opposition is reflected in the available record, and there were no committee transcript snippets indicating debate. The main policy tradeoff embedded in the bill is administrative convenience for compliant businesses versus preserving state oversight and fee collection; the bill addresses that by limiting biennial reporting to entities with five years of timely filings and good standing, and by keeping dissolution/revocation penalties for noncompliance. The title amendment in the Senate is the only procedural change noted, but it does not indicate substantive controversy.
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