The business name chosen for the new West Virginia Corporation must be different from all other business entity registered and reserved with the state. It may not include language that states or implies that it has been organized for some other purpose than one allowed under state law or stated in its articles of incorporation. The name also must contain one of the following words, or an abbreviation thereof: “corporation,” “incorporated,” “limited,” or “company.”
By paying a fee of $15, you can reserve an available corporate name for up to 120 days.
State Incorporation Timelines
The state incorporation timeline is 3 weeks and can be expedited in 10 business days.
State Incorporation Filing Fees
The state incorporated filing fee is $220, and can be expedited by paying an additional $75.
Articles of Incorporation
A new corporation’s articles of incorporation must be filed with the West Virginia Secretary of State before it can conduct business in the state. There must be at least one incorporator, who can be a natural person or a corporate entity, and does not have to be a corporate director, officer, or shareholder. The incorporator signs the articles of incorporation and then files them with the Secretary of State. The articles of incorporation must include:
- The general type of business the corporation will conduct (this provision can, however, end with a general statement such as “including the transaction of any or all lawful business for which corporations may be incorporated under West Virginia law.”
- The number of shares the corporation is authorized to issue and the par value of each share, or a statement that all shares are without par value
- The street address of the corporation’s initial registered office
- The name of its initial registered agent at that office
West Virginia also permits optional provisions to be included in the articles of incorporation (as long as they are consistent with state law), such as:
- The names and addresses of the initial directors
- Provisions for managing the business and regulating the affairs of the corporation
- Regulations regarding the powers of the corporation, board of directors, or shareholders
- A provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director
The incorporation fee has three parts: first, a registration fee of $50; second, an “attorney-in-fact” fee (the amount of which depends on the month in which you file your articles); and third, a license fee.
The amount of the license fee depends on the value of the shares you authorize in your articles and the month when your articles are received for filing. To pay the smallest license fee, keep the authorized capital of your corporation at or below $5,000. For par value shares, authorized capital simply means the number of shares authorized in your articles multiplied by the par value amount of each share. Shares without par value are assumed to have a par value of $25 per share for purposes of this calculation.
West Virginia corporations must maintain a registered agent within the state—a person or office appointed to receive official state administrative and legal correspondence. The agent must have the same business office address as the registered office and be either an individual living in the state a business entity with authority to transact business in West Virginia.
The corporation’s registered office may be the same as any of the corporation’s places of business.
A corporation’s bylaws are very important because they lay out the corporation’s basic operating principles and processes. A West Virginia corporation must maintain a copy of its bylaws at its main executive office, but is not required to file them with the state.
The incorporators or board of directors should approve the corporation’s bylaws at their first meeting—insuring that they don’t conflict with either state law or the articles of incorporation—and keep them updated as time goes on. The bylaws should, at a minimum, include:
- What authority directors have, how many there are, and how long they serve
- Duties and responsibilities of officers and how long they serve
- How consensus on major decisions is reached with and without meetings
- How, when, and where shareholders and directors meetings are held
- How stock is issued
- Requirements for providing annual financial information to shareholders
The articles of incorporation or the bylaws may specify a variable range for the size of the board of directors by establishing a minimum and maximum number of directors. If a variable range is established, the number of directors may be specified or changed within the minimum and maximum by the shareholders or the board of directors.
After shares have been issued, only the corporation’s shareholders are allowed to change the range of the board’s size, change from a fixed- to a variable-range size board or vice versa.
Officers of the company—who run the day-to-day affairs of the organization—must be natural persons and may be listed in the bylaws or elected by the board. An officer may appoint other officers in accordance with the bylaws and the volte of the board of directors. At least one officer must authenticate records for the corporation, as well as prepare minutes of directors’ and shareholders’ meetings. An officer may hold more than one office in the corporation unless otherwise prohibited by law.
Requirement Reports/Ongoing Compliance
An annual return must be filed with the West Virginia Tax Commissioner by July 1st of each year. The return must include:
- The address of the corporation’s principal office
- The names and addresses of the officers and directors
- The name and address of the person on whom notice of process may be served
- The name and address of the corporation’s parent corporation and of each subsidiary of the corporation licensed to do business in the state
- The county or county code in which the principal office address or mailing address of the company is located in;
- The corporation’s business class code; and
- Any other information the tax commissioner considers appropriate.
Unless unanimously waived by the shareholders, a West Virginia corporation must mail financial statements to its shareholders within 120 days of the end of each fiscal year. The statement must include a balance sheet, an income statement, and a statement of changes in shareholders’ equity for the year, unless that information appears elsewhere in the financial statements.
Additionally, certain types of businesses (such as health care and real estate) are required to obtain a license and pay a fee to operate in West Virginia.
West Virginia’s corporate tax structure consists of a flat 8.5 percent rate on all corporate income. Among states that tax corporate income, West Virginia’s corporate rate ranks 11th highest nationally.
West Virginia recognizes “subchapter S” corporation or “S corporation” status, where a corporation chooses to be treated as a pass-through entity for tax purposes. This means that the tax-related information for the “S corp” is filed as part of the owner’s individual income tax and is taxed at the appropriate individual rate.