How to Incorporate in West Virginia
If you’re looking to incorporate in West Virginia, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in West Virginia".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in West Virginia".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: West Virginia Secretary of State - Business and Licensing Division Name Reservation: Optional Suffix Requirements: Must contain the word "corporation", "incorporated", "company" or "limited", or the abbreviation "corp.", "inc.", "co." or "ltd.", or words or abbreviations of like import in another language.
West Virginia Code §31D-4-401 -
Appoint a Registered Agent
Before you officially file to create your West Virginia LLC, you will need to decide who your West Virginia registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file West Virginia articles of organization with the West Virginia Secretary of State - Business and Licensing Division.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Hinton
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File West Virginia Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: West Virginia Secretary of State - Business and Licensing Division Form: Filing Method: Mail or online.
Agency Fee: $100 ($30 tax registration fee also applies if filed online)
Law: West Virginia Code - Chapter 31D: West Virginia Business Corporation Act
Notes: - The incorporation fee is waived for Veteran-owned and Young Entrepreneur corporations.
- File the original and one copy that will be returned to you.
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Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with W. Va. Code §31D-2-204. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
- As provided in the bylaws.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Optional, but shareholder must receive a writing with the same information.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if consent is unanimous among all entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get West Virginia State Tax Identification Numbers/Accounts
West Virginia offers a consolidated state tax registration application for new businesses.
Agency: West Virginia State Tax Department Form: Form WV/BUS-APP: West Virginia Office of Business Registration (form begins on page 7) Filing Method: Mail or online Agency Fee: $30 -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
West Virginia Business Registration Certificate
Automatic Exemption
Exemption Eligible Organizations: Persons engaged in the following activities are not required to
register if they engage solely in these activities:- Judicial sales directed by law or court order.
- Sales for delinquent taxes of real or personal property.
- The conduct of a charitable bingo licensed under West Virginia Code § 47-20 or charitable raffle licensed under West Virginia Code § 47-21.
- The conduct of a horse or dog race meeting by any racing association licensed under West Virginia Code § 19-23.
- The operation or maintenance of the parimutuel system of wagering during the conduct of a licensed horse or dog race meeting.
- The sale of any commodity during the conduct of a licensed horse or dog race meeting.
- The services of owners, trainers or jockeys which are essential to the effective conduct of a licensed horse or dog race meeting.
- Occasional or casual sales of property or services by persons not engaged in a business activity.
Additionally, any person engaging in a business activity who:
- Is not required by law to collect any tax or withhold a tax; and
- Does not claim exemption from payment of the West Virginia Consumers Sales and Service Tax or Use Tax; and
- Had a gross income from business activity of $4,000.00 dollars or less from operations in all states during the income tax year most recently completed is also not required to obtain a Business Registration Certificate.
Agency Fee: $0
Initial Registration
Form: Filing Method: Mail or online.
Agency Fee: $30
Renewal Not Required
Not required
Business Registration Certificates are permanent until the legal name of the business changes, the location of the business changes, or the ownership of the business changes, or until the certificate is suspended or revoked by the Tax Commissioner.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in West Virginia, view the table below.
West Virginia Corporation Annual Report Requirements:
Agency: West Virginia Secretary of State - Business and Licensing Division Form: Filing Method: Mail or online.
Agency Fee: $25
Due: Annually by July 1.
Law: West Virginia Code § 59-1-2a.
Penalties: $100 late fee. Your business also risks being dissolved or revoked.
Notes: - Anyone with authority may file.
- Original signatures are not required.
For more details, see our West Virginia annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your West Virginia corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
