How to Dissolve a West Virginia Corporation
How do you dissolve a West Virginia Corporation?
When you are ready to dissolve your West Virginia corporation, you file original Articles of Dissolution with the West Virginia Secretary of State, Business Division (SOS). West Virginia SOS does not require the use of their forms. They do not require original signatures. You can access all the West Virginia corporation forms you need in your online account when you sign up for registered agent service with Northwest.
Corporations that have transacted business and/or issued shares would file the Articles of Dissolution of a Voluntary Dissolution of a WV Corporation.
Corporations that were formed and never commenced business and/or issued shares, file the Articles of Dissolution of a Corporation Never Commencing Business.
Submit your articles of dissolution by fax, mail, or in person to. You can pay filing fees by check, money order, or credit card. If you file in person, you can pay with cash, too. Checks should be payable to “West Virginia Secretary of State.”
West Virginia Secretary of State
1900 Kanawha Blvd E.
Bldg 1, Suite 157-K
Charleston, WV 25305
Phone: (304) 558-8000
Fax: (304) 558-8381
West Virginia Corporation Dissolution FAQ
Is there a filing fee to dissolve or cancel a West Virginia Corporation?
There is a $25 filing fee to dissolve a corporation or LLC in West Virginia.
Do you need a tax clearance before the West Virginia Secretary of State will accept your dissolution?
Yes, you need tax clearances, but you do not have to request the clearances yourself. When you file the articles of dissolution, the SOS will contact the West Virginia Tax Department, Employer Coverage Unit, and Department of Employment Security. The SOS will not issue your certificate of dissolution until it has received those clearances in writing. After the articles of dissolution are processed, the certificate is mailed to the address on the articles.
Your registered agent in West Virginia may be able to help you with the dissolution process.
How long does it take the state to process the filing?
West Virginia SOS will process the dissolution in 24-48 hours. If you personally deliver documents, they are processed immediately. There is no expedited processing. If you have any outstanding liabilities with the state agencies issuing clearances, it will take longer to process your dissolution. It can take quite a while to get the clearances if you are delinquent and the corporation is responsible for fees and taxes during that time.
How long before someone can take your business name?
When a West Virginia corporation is dissolved its corporate name becomes available for use by others.
If the corporation was administratively dissolved by the SOS, the name would be protected during the two year period for reinstatement. After that time is up, someone else could take your West Virginia corporations name.
What is the penalty if you just don’t file your annual reports?
If you do not file your West Virginia annual report, you could face penalty fees and even administrative dissolution. If you have not filed your report 60 days after the due date, the SOS will send notice to your corporation that they have grounds to administratively dissolve it. The corporation then has sixty days to file the report. If you still haven’t filed the annual report 60 days after the notice, your West Virginia corporation is administratively dissolved and the SOS sends you a certificate of administrative dissolution. Annual reports filed on or before the due date cost $25 to file. Late annual reports cost $125 to file.
What are the late fees and penalties to re-register if your registration is forfeited?
If you want to reinstate your West Virginia corporation, you have two years after the date of dissolution to do it. Just file an application for reinstatement with the SOS. You have to include the filing fee and payment for all past due annual reports. There is a $25 fee for the reinstatement application. There is a $25 filing fee plus a $100 delinquency fee for each annual report. So, if you reinstate after missing just one annual report, it will cost $150.