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.