How to Incorporate in West Virginia!
West Virginia Secretary of State – Business Division
1900 Kanawha Boulevard East
Building 1, Suite 157-K
Charleston, WV 25305-0001
Statutory Authority: West Virginia Business Corporation Act — W. Va. Code § 31D (2012)
West Virginia Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
3. Submit the completed documents, along with a photocopy and your filing fees, to the West Virginia Secretary of State.
West Virginia Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in West Virginia:
1. Company name
2. Principal office address
3. Company mailing address
4. Registered agent name and address
5. Email address where business correspondence may be received
6. Type of corporation
7. Total value of all authorized stock; quantity and par value of authorized shares
8. Business purpose
9. Name and address of each incorporator
10. Number of acres of land held or expected to be held in West Virginia
11. Contact person name and telephone
12. Printed name and signature of each incorporator
West Virginia Incorporation Fee Schedule
Application for Name Reservation: $15.00
Articles of Incorporation: $50.00
Certificate of Authority: $100.00
Certified Copy: $15.00
Annual Report: $25.00
Articles of Dissolution: $25.00
Your company name must end with a corporate designator. In West Virginia the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”
Conduct an entity name search on the West Virginia Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Name Reservation” and paying a name reservation fee of $15.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
West Virginia requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a West Virginia resident or active West Virginia business entity that has a West Virginia street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a West Virginia resident and have a West Virginia street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a West Virginia corporation. Nevertheless, West Virginia permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File Annual Report.
9. Pay Business Franchise Tax.
Registering as a Foreign Entity
1. Complete an “Application for Certificate of Authority.”
2. Attach a “Certificate of “Existence”, dated during the current tax year, from the state official governing LLCs in the state where the limited liability company was organized.
3. Submit the completed documents, along with the $150.00 filing fee, to the West Virginia Secretary of State.
Dissolving a West Virginia Corporation
1. If your corporation has not commenced business or issued shares, you must complete “Articles of Dissolution of a WV Corporation Never Commencing Business.”
2. If your corporation has commenced doing business and issued shares, you must complete “Articles of Dissolution of a Voluntary Dissolution of a WV Corporation.”
3. Make sure all taxes, fees, penalties, interest, and etc. are paid to the West Virginia State Tax Department (the Secretary of State will request clearances from them).
4. Submit the appropriate form, along with one copy and the $25.00 filing fee, to the West Virginia Secretary or State.