West Virginia Corporation
Everything You Need to Know About West Virginia Corporations:
West Virginia Incorporation Options
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How to Incorporate in West Virginia
To start a corporation in West Virginia, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Business Division. You can file this document online or by mail, fax, or email. The articles cost $100. Once filed with the state, this document formally creates your West Virginia corporation.
Per West Virginia Code § 31D-5-501, every West Virginia corporation can appoint a registered agent (also called an “agent for service of process”). You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the West Virginia SOS Business Organization Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your West Virginia Articles of Incorporation. Follow along with our filing instructions below:
Filing the West Virginia Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your West Virginia business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. Looking for a low-cost way to start a business? Pay just $35 our the door with our VIP monthly payment option.
1. Corporate Name
Your name must include “Corporation,” “Company,” “Incorporated,” “Limited” or an abbreviation for one of these words. Tip: Most corporations keep it short and sweet with “Corp” or “Inc.”
2. Principal Office
List the street address of your principal place of business. This address will be part of the permanent public record of your West Virginia corporation. Tip: Hire us as your registered agent and you can use our West Virginia address as your principal office address.
3. Principal Place of Business
If you have a physical location in West Virginia, include this address here.
4. Registered Agent and Address
For your West Virginia registered agent, you can list an individual state resident (like someone in your West Virginia corporation) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
5. Email Address
The state will send your Annual Report notices to this email address. Like all the information in your articles, your email will become part of your public corporate record. Tip: Rather not end up with an inbox full of spam? At Northwest, we allow our clients to list our email address here.
6. Website Address
If you have a website, you can include it here, but this is optional.
7. Number of West Virginia Businesses
The state wants to know if you have any other West Virginia businesses (and if so, how many and in which counties). You can answer if you want, or you can tick the box that says “Decline to answer.”
8. Authorized Shares
Unless you’re a non-profit corporation, you’ll need to authorize shares. List the number of shares and their par value. (Par value is the “face value” of a share that’s listed on stock certificates—typically it’s the lowest value at which a share can be traded.) Multiply the number of shares by the par value per share to get the total value of all authorized capital stock.
9. Corporation Type
You’ll need to select either “non-profit/non-stock” or “for profit.” Most corporations are for profit.
While your purpose is probably “making money,” don’t write that here—what the state wants to know is what kind of activity your business will engage in (like “motorcycle repair and maintenance”). Professional corporations (think doctors and lawyers) must attach a Verification of Eligibility form signed by their profession’s state licensing board.
In this same section, there are a few specific questions here related to what type of business you’re creating. You’ll need to note if your company will do business as a consumer litigation financier, and provide an additional application if so. For-profit corporations have to indicate if they’re a benefit corporation or a scrap metal dealer (if you’re the latter, you’ll need to fill out additional paperwork). Non-profit corporations have to note whether or not they’ll have members.
11. Nonprofit Members
Fill this section out only if you’re forming a nonprofit. If your nonprofit will have members, you’ll list the number of members as well as the classes of members you wish to include.
12. West Virginia Incorporator
Your incorporator signs your Articles of Incorporation. Besides signatures, incorporators must include their names and addresses. Your incorporator can be a director, officer, or someone outside the business that you authorize to submit your Articles. Tip: We’ll be your incorporator when you hire Northwest to form your West Virginia corporation.
13. Veteran Status
If meet the qualifications listed on the form to be considered a veteran-owned business, your registration fee will be waived, as well as your first four Annual Report fees.
14. West Virginia Land
The state wants to know how many acres of land your corporation holds or expects to hold in West Virginia. Seriously. While it may initially seem like a bizarrely random question, it’s related to an unusual West Virginia fee requirement. If your corporation holds more than 10,000 acres, you have to pay $0.05 for each acre over the first 10K.
15. Contact Person
You have the option of including a contact person’s name and number in case there’s a question or problem with your filing. Again, consider carefully before including personal information.
Why Have a Registered Agent Form Your WV Corporation?
Professionals in West Virginia hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are in Hinton, WV. We’re on a first name basis with the people who work in the Business Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Hinton registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Huntington, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in West Virginia. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My West Virginia Corporation Is Formed?
After your West Virginia Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my West Virginia corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the West Virginia State Tax Department requires an EIN when applying for a West Virginia Business Registration Certificate. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my West Virginia corporation?
Yes. WV Code § 31D-2-205 (2019) notes that bylaws shall be adopted either by the incorporators or board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
West Virginia bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, WV Code § 31D-7-705 (2019) states that West Virginia bylaws can require that the notice of an annual meeting needs to include the purpose or purposes for which the meeting is being called. They can also require that notice needs to be given if an annual or special shareholders’ meeting is adjourned to a different date, time, or place.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your West Virginia corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for West Virginia organizational meetings?
If you name the initial directors in your articles, they will hold your corporation’s organizational meeting. If no directors are named in your articles, the incorporators will hold the meeting. However, if you’d rather not meet, you don’t have to—as long as the actions taken are put in writing and signed by each incorporator, your corporation can organize. The meeting doesn’t have to be held in West Virginia, either.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my West Virginia corporation?
To open a corporate bank account in West Virginia, you’ll need to bring the following with you to the bank:
A copy of the West Virginia corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File West Virginia Reports & Taxes
In West Virginia, corporations file an annual report each year. In addition, the state has a corporate net income tax.
What is the West Virginia Annual Report?
The West Virginia Annual Report is a filing you must submit each year to the Secretary of State. You will update your corporation’s ownership and contact information.
How much is the West Virginia Annual Report?
The report costs $25 to file. Miss your filing deadline? Your fee will triple and you’ll owe $75 instead.
When is the West Virginia Annual Report due?
The filing and filing fee are due on July 1st each year.
These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about West Virginia corporate taxes?
West Virginia has a flat corporate net income tax rate of 7.75%. State sales tax is 6%, but cities can tack on an extra percent. So many cities (including Charleston, Huntington, and Parkersburg) have a total sales tax rate of 7%.
Do corporations have to register with the West Virginia State Tax Department?
Yes, if you conduct business in West Virginia, you’re required to register with the West Virginia State Tax Department. West Virginia. You can register through the Business for West Virginia website or by filing an application for a West Virginia Business Registration Certificate. You’ll need your EIN before you can register.
West Virginia Corporation FAQs
How can I submit the West Virginia Articles of Incorporation?
You can file West Virginia articles online, by mail, by fax or by email. Mailed filings must be submitted (send two if you want a filed stamped copy returned to you) to one of the following addresses:
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Faxed filings can be sent to (304) 558-8381. Although potentially less secure, you can also choose to email standard filings to CorpFilings@wvsos.gov or expedited filings to eFilings@wvsos.gov. If filing by fax or email, you’ll need to include an e-Payment Authorization form (which can be found in the Articles of Incorporation packet).
How much does it cost to start a West Virginia corporation?
The base filing fee is $100. When filing online, however, you complete registrations with multiple agencies, including the tax department. The total online fee will come to $130.68. That’s $100 to the SoS, $30 to the tax department and $0.68 for a “treasury fee.”
For 24-hour expediting, add $25. Need your articles filed even faster? If you can get to a fax machine and are willing to pay an extra $250, you can incorporate in 2 hours. Need it even faster than that? A visit to any of the state’s three Business Service Centers and $500 will allow your articles to be filed within an hour.
Hire us for a one-time fee of $325 ($350 expedited), including the state filing fees, a year of registered agent service and more. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start a West Virginia corporation?
Anywhere from 1 hour to 10 days. You can start your business in as little as 1 hour if you can drop off your paperwork in-person and pay the $500 fee. If you forgo expediting, the Business Division will get around to your filing in about 10 days
If you hire Northwest to start your corporation, we typically have your West Virginia corporation formed within 10 days (1 day expedited).
Does a West Virginia corporation need a business license?
Absolutely! West Virginia’s Tax Department require your corporation to get a Business Registration Certificate before engaging in any business in the state. The certificate has a one time fee of $30. This doesn’t necessarily mean you’re off the hook for local business licenses. Cities and counties often have their own additional requirements. Doing business in the capital? You’ll have to get a general business license for the City of Charleston ($20).
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign West Virginia corporation?
A corporation formed outside of West Virginia—but which conducts business in the state—is considered a foreign West Virginia corporation. For example, if you incorporated in Ohio but decide to open a storefront in West Virginia, you would be a foreign West Virginia corporation. This also means you would need to register with the state by filing a Certificate of Authority with the West Virginia Secretary of State. Foreign corporations are required to file the West Virginia Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that while incorporating an West Virginia nonprofit requires the same form, the filing fee is lower ($25). If they qualify, West Virginia nonprofits can become eligible for exemption from the state’s corporate tax, sales and use tax, and property tax.
How can I get a West Virginia phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order West Virginia Incorporation Service
Our West Virginia incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your West Virginia Articles of Incorporation to the Secretary of State. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the West Virginia Secretary of State has approved your filing, we notify you that your West Virginia corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.