Establish your corporation with LegalZoom today. We have helped thousands of businesses just like yours incorporate online in three easy steps. Choosing a corporation as your legal business entity will protect your personal and business assets while providing fringe benefits and possibly even shrinking your tax bill. We're always here to help you sort out different types of corporations so you can make your move right away. Make your business work for you!
When incorporating in West Virginia with LegalZoom, we not only file your articles of incorporation with the West Virginia Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your West Virginia corporation.
West Virginia Incorporation Information
Incorporating in West Virginia
Choosing a business name is one of the first steps in the process of forming your West Virginia Corporation. The name that you choose:
In addition, the name must contain one of the following words (or an abbreviation of):
- Must be distinguishable from any other registered or authorized West Virginia business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
- LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your West Virginia corporation before filing to see which names are available.
When you form your West Virginia corporation with LegalZoom your business name choices are reviewed for compliance with applicable state laws.
Articles of Incorporation:
When incorporating in West Virginia, articles of incorporation must be filed with the West Virginia Secretary of State. The West Virginia Business Corporation Act (Chapter 31D of the West Virginia Code) requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
Minimum Number of Incorporators: One or more persons.
Eligibility Requirements: Any person or entity.
The general type of business activity to be conducted by the corporation must be stated on the articles. However, it is acceptable to conclude with the purpose with the words "including the transaction of any or all lawful business for which corporations may be incorporated under West Virginia law."
Other Required Information in the Articles:
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None.
- The names and addresses of the initial directors are no longer required to be listed in the articles.
- The number of shares the corporation is authorized to issue, the par value of each of the shares, or a statement that all shares are without par value
- The street address of the corporation's initial registered office, and the name of its initial registered agent at that office.
West Virginia also permits optional provisions to be included in the articles of incorporation (so long as they are consistent with state law), such as:
- The names and addresses of initial directors
- Provisions for managing the business and regulating the affairs of the corporation
- Regulations on the powers of the corporation, board of directors or shareholders
- A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
- A provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director except liability for: (A) Receipt of a financial benefit to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or its shareholders; (C) a violation of section eight hundred thirty-three, article eight of this chapter for unlawful distributions; or (D) an intentional violation of criminal law.
Generally, bylaws are written to manage the corporation's internal business and affairs. LegalZoom will provide customized bylaws for your West Virginia corporation based on the operation requirements that you specify.Incorporators may adopt initial bylaws if not already done so by the board of directors.
Officers must be natural persons and may be listed in the bylaws or elected by the board in compliance with the bylaws. An officer may appoint other officers in compliance with the bylaws and the board of directors. At least one officer must be responsible for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. Any officer may hold more than one office in the corporation.
Every West Virginia corporation must have a registered agent in West Virginia -- the person or office designated to receive official state correspondence and notice if the corporation is served with a lawsuit.
Eligibility Requirements - The registered agent must have a business office
identical to the registered office and must be either: (1) an individual residing
in the state, or (2) a corporation with authority to transact business in the
Registered Office Address:
West Virginia requires that every corporation maintain a registered office, which
may be the same as any of its places of business.
Under West Virginia law, a professional corporation is formed in order to render
services within one specific profession, subject to certain state exceptions.
Professional corporations generally may not provide any other non-ancillary services
and must comply with particular conventions in its choice of corporate name.
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.
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 mailing addresses of its officers and directors;
- The name and mailing address of the person on whom notice of process may
- 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 corporation must mail financial
statements to its shareholders within 120 days after the close 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.
A corporation may dissolve in several ways. It may choose to do so voluntarily
or be court-ordered. Typically, articles of dissolution must be delivered to
the probate judge for filing before wind up and liquidation of assets can occur.
Income Tax Rate:
For information on the West Virginia income tax rate, visit: http://www.state.wv.us/taxrev/
An S-corporation is one that elects to be treated as a pass-through entity (such
as a sole proprietorship or partnership) for tax purposes. S corporations are
thus not subject to double taxation. S-corporation status is recognized in West