How to Start a Corporation in West Virginia
Starting a West Virginia corporation can be a great idea if you are interested in attracting investors and protecting your personal assets from liability.
To get started, you will need to appoint a registered agent, file the Articles of Incorporation through the West Virginia One Stop Business Portal, and hold an organizational meeting.
We’ll show you how to start a corporation in West Virginia yourself.
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Step 1: Name Your West Virginia Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Incorporation
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your West Virginia Corporation
Choosing a business name is the first step in starting a corporation.
1. West Virginia naming guidelines:
Your corporation’s name:
- Must contain the word “incorporated”, “company”, “corporation”, or an abbreviation (e.g., corp, inc, etc.).
- Cannot contain wording that states or implies that it is organized for any other purpose other than what’s stated in its Articles of Incorporation.
- Must be distinguishable from names of corporations that are either registered or licensed to operate in the state of West Virginia.
- Must be distinguishable from fictitious names adopted by foreign corporations that are licensed to operate in West Virginia
- Must be distinguishable from any corporate name of foreign corporations that are authorized to transact business in the state of West Virginia.
Read the West Virginia state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in West Virginia?
Your West Virginia corporation name must be unique and distinguishable from other business names in West Virginia. Use the West Virginia Secretary of State’s Business Organization Search to determine if your desired business name is available.
3. Is the URL available?
Before registering your West Virginia corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a West Virginia Registered Agent
You must appoint a West Virginia agent of process, also known as a registered agent, when registering your corporation with the Secretary of State’s Business & Licensing Division.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your West Virginia agent for service of process as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Incorporation in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Articles of Incorporation
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your West Virginia corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
The Articles of Incorporation form issued by the West Virginia Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.
Step 4: File the West Virginia Articles of Incorporation
You will need to file Form CD-1 - Articles of Incorporation to set up a corporation in West Virginia. You may file it by mail, by email, by fax, in person, or online with the West Virginia Secretary of State. The filing cost is $100.
This document will cover the basics of your corporation, including:
- Corporate name, street address, and statement of purpose
- Corporate email address and website (if applicable)
- Name and address of the agent to whom notice of process may be sent
- The number of authorized shares the corporation is allowed to issue
- The number of acres of land in West Virginia the corporation holds or is expected to hold
- Incorporator(s) name(s) and address(es)
The West Virginia Articles of Incorporation form issued by the Secretary of State can only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must compose your own Articles of Incorporation.
File the West Virginia Articles of Incorporation
OPTION 1: File Online With the West Virginia One Stop Business Portal
File Online- OR -
OPTION 2: File Form CD-1 by Mail, by Fax, by Email, or In Person
Download FormState Filing Cost: $100
Filing Addresses:
Charleston Office
One-Stop Business Center
1615 Washington St. E.
Charleston, WV 25311
Clarksburg Office
North Central WV Business Center
200 W. Main St.
Clarksburg, WV 26301
Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin St.
Martinsburg, WV 25401
Fax: (304) 558-8381
Email: CorpFilings@wvsos.gov
Step 5: Get an EIN for Your West Virginia Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
West Virginia State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
West Virginia Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the West Virginia One Stop Business Portal website. This allows a business to collect sales tax.
West Virginia Employer Taxes
If you hire employees, you will need to register for West Virginia employer taxes through the West Virginia One Stop Business Portal website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
West Virginia Corporation Licenses and Permits
To operate your corporation in West Virginia, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our West Virginia Business License guide.
File the West Virginia Corporate Annual Report
All West Virginia corporations must file an Annual Report with the Secretary of State by July 1. West Virginia encourages businesses to complete the filing online through the One Stop Business Portal. You will need to create an account to log in.
The Secretary of State provides step-by-step instructions for how to complete the online filing. The filing fee is $25.
Corporate Dissolution & West Virginia Good Standing
How to Get a West Virginia Certificate of Good Standing
A Certificate of Good Standing, known in West Virginia as a Certificate of Existence, verifies that your West Virginia corporation was legally formed and has been properly maintained.
You may order a Certificate of Existence in West Virginia by mail, by fax, by phone, by email, in person, or online. To order a certificate online, search the business database and, after selecting your corporation, click “Purchase Certificate of Existence.” For the other methods, submit the Customer Order Request form. The fee is $10.
Order a West Virginia Certificate of Existence
Option 1: Request a Certificate Online With the West Virginia Secretary of State
Request Online- OR -
Option 2: Request a Certificate by Mail, by Email, by Fax, By Phone, or In Person
Download FormFee: $10
Mailing Address:
West Virginia Secretary of State
One Stop Business Center
Attn: Business Division
1615 Washington Street East
Charleston, WV 25311
Office Address:
West Virginia Secretary of State
One Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Email: corpfilings@wvsos.gov
Fax: (304) 558-8381
Phone: (304) 558-8000
How to Dissolve a Corporation in West Virginia
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your West Virginia corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Dissolution with the West Virginia Secretary of State
- Close your federal and state business tax accounts with the IRS and West Virginia State Tax Department
- Close your business bank accounts
File Dissolution Documents
West Virginia corporations have two options for filing dissolution documents: one for those that have yet to issue shares and commence business and one for those that already did so.
Articles of Dissolution (No Shares Issued)
If your corporation has not issued shares or commenced business, you must file the Articles of Dissolution (Form CD-7). You may file it by mail, by email, by fax, in person or online through the West Virginia One Stop Business Portal. The filing fee is $25.
Articles of Dissolution (Shares Issued)
If your corporation already issued shares, you must file the Articles of Dissolution (Form CD-6). You may file it by mail, by email, by fax, in person or online through the West Virginia One Stop Business Portal. The filing fee is $25.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
West Virginia Corporation FAQ
This will depend on the type of corporation that you are starting:
- Forprofit: $100 filing fee
- Nonprofit: $25 filing fee
- Veterans: $0
You will also need to appoint a registered agent, which can be yourself, an attorney, another business, or a specialized registered agent service (recommended)
See our How Much Does a Registered Agent Cost for more information.
The are several differences, including:
- Tax structure: LLCs are pass-through entities, unlike corporations.
- Flexibility: LLCs are more flexible in how they can be taxed and managed.
- Cost: LLCs are generally a lot less expensive to form.
Having said that, a corporation can be a great idea when it comes to attracting private investors (e.g., venture capitalists, etc.). But, if you don’t need to attract investors, an LLC is the best choice.
See our What is Venture Capital Investing review for more information.
According to West Virginia’s Articles of Incorporation form, standard processing takes between five and 10 business days. There are also a few expedited service options to choose from:
- 24 hour service: $25
- 2 hour service: $250
- 1 hour service: $500
For more information on setting up a corporation in West Virginia, see our How to Start a Corporation in West Virginia article.
Starting a corporation in West Virginia can be considered difficult in comparison to other (more simple) entities.
Having said that, you should be able to form a corporation quite easily by following these steps:
- Choose a legally compliant name
- Appoint a registered agent
- Hold an organizational meeting
- File your Articles of Incorporation
For more information on corporations, we recommend reading our What is a Corporation guide.
Starting an LLC is likely to be “easier” than starting a corporation for several reasons, including the fact that it involves less rigmarole, time, and is generally more affordable.
Having said that, corporations can be a good option when it comes to attracting private investors.
See our Why Investors and Venture Capitalists Like C Corporations article for more information.