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Form a corporation in West Virginia.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

The name you choose for your new West Virginia corporation may not be the same as or deceptively similar to the registered or reserved name of any other business entity in the state. It may not include language that states or implies that it has been organized for some other purpose than one allowed under state law or stated in its articles of incorporation.

The name also must contain one of the following words, or an abbreviation thereof: “corporation,” “incorporated,” “limited,” or “company.”

You can reserve an available corporate name for up to 120 days for $15.

Articles of Incorporation

A new corporation’s articles of incorporation must be filed with the West Virginia Secretary of State before it can conduct business in the state. There must be at least one incorporator, who can be a natural person or a corporate entity, and does not have to be a corporate director, officer, or shareholder. The incorporator signs the articles of incorporation and then files them with the Secretary of State. The articles of incorporation must include:

  • The general type of business the corporation will conduct (this provision can, however, end with a general statement such as “including the transaction of any or all lawful business for which corporations may be incorporated under West Virginia law.”
  • The number of shares the corporation is authorized to issue and the par value of each share, or a statement that all shares are without par value
  • The street address of the corporation’s initial registered office
  • The name of its initial registered agent at that office

West Virginia also permits optional provisions to be included in the articles of incorporation (as long as they are consistent with state law), such as:

  • The names and addresses of the initial directors
  • Provisions for managing the business and regulating the affairs of the corporation
  • Regulations regarding the powers of the corporation, board of directors, or shareholders
  • A provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director

The incorporation fee has three parts: first, a registration fee of $50; second, an “attorney-in-fact” fee (the amount of which depends on the month in which you file your articles); and third, a license fee.

The amount of the license fee depends on the value of the shares you authorize in your articles and the month when your articles are received for filing. To pay the smallest license fee, keep the authorized capital of your corporation at or below $5,000. For par value shares, authorized capital simply means the number of shares authorized in your articles multiplied by the par value amount of each share. Shares without par value are assumed to have a par value of $25 per share for purposes of this calculation.

Registered Agent and Office

West Virginia corporations must maintain a registered agent within the state—a person or office appointed to receive official state administrative and legal correspondence. The agent must have the same business office address as the registered office and be either an individual living in the state a business entity with authority to transact business in West Virginia.

The corporation’s registered office may be the same as any of the corporation’s places of business.

Bylaws

A corporation’s bylaws are very important because they lay out the corporation’s basic operating principles and processes. A West Virginia corporation must maintain a copy of its bylaws at its main executive office, but is not required to file them with the state.

The incorporators or board of directors should approve the corporation’s bylaws at their first meeting—insuring that they don’t conflict with either state law or the articles of incorporation—and keep them updated as time goes on. The bylaws should, at a minimum, include:

  • What authority directors have, how many there are, and how long they serve
  • Duties and responsibilities of officers and how long they serve
  • How consensus on major decisions is reached with and without meetings
  • How, when, and where shareholders and directors meetings are held
  • How stock is issued
  • Requirements for providing annual financial information to shareholders

Directors

The articles of incorporation or the bylaws may specify a variable range for the size of the board of directors by establishing a minimum and maximum number of directors. If a variable range is established, the number of directors may be specified or changed within the minimum and maximum by the shareholders or the board of directors.

After shares have been issued, only the corporation’s shareholders are allowed to change the range of the board’s size, change from a fixed- to a variable-range size board or vice versa.

Officers of the company—who run the day-to-day affairs of the organization—must be natural persons and may be listed in the bylaws or elected by the board. An officer may appoint other officers in accordance with the bylaws and the volte of the board of directors. At least one officer must authenticate records for the corporation, as well as prepare minutes of directors’ and shareholders’ meetings. An officer may hold more than one office in the corporation unless otherwise prohibited by law.

Requiment Reports

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 addresses of the officers and directors
  • The name and address of the person on whom notice of process may be served
  • 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 West Virginia corporation must mail financial statements to its shareholders within 120 days of the end 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.

Additionally, 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.

Taxes

West Virginia’s corporate tax structure consists of a flat 8.5 percent rate on all corporate income. Among states that tax corporate income, West Virginia’s corporate rate ranks 11th highest nationally.

West Virginia recognizes “subchapter S” corporation or “S corporation” status, where a corporation chooses to be treated as a pass-through entity for tax purposes. This means that the tax-related information for the “S corp” is filed as part of the owner’s individual income tax and is taxed at the appropriate individual rate.

Learn more about incorporating in West Virginia

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silver

$49

+ $135 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Gold

$149

+ $135 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $135 (state fee)

everything from
silver & gold+

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a West Virginia Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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