West Virginia Articles of Dissolution

Introduction

Key Things to Know

1. 1

   West Virginia articles of dissolution are the filing that ends a domestic for-profit corporation, a stock corporation, with the Secretary of State. The instrument is form CD-6, Articles of Dissolution of a Voluntary Dissolution of a West Virginia Corporation, Rev. 01/2023. CD-6 is shared with nonprofits, so use item 4, the box marked Profit Corporations (only). An LLC or PLLC files a termination instead, and an LP or LLP files a cancellation.

2. 2

   No tax document is attached to the filing and no third agency has to give you paper first. Code Section 31D-14-1403(c) directs the Secretary of State to issue the certificate of dissolution on receipt of a notice from the Tax Commissioner and Bureau of Employment Programs that the corporation's taxes and employment security payments have been paid or provided for.

3. 3

   CD-6's instructions name three offices the Secretary of State writes to: the West Virginia State Tax Department, the Employer Coverage Unit (Workers Compensation) and the Department of Employment Security (WorkForce WV). The instructions put the outer bound of that wait at two (2) years, and the certificate goes out only afterward, to the address written on the articles.

4. 4

   The certificate, not the filing, ends the corporation. Section 31D-14-1403(b) makes a corporation dissolved upon its receipt of the certificate of dissolution. CD-7 adds that the corporation stays liable for all taxes, fees, penalties and interest until clearances are obtained, and CD-6 notes the process moves faster if liabilities, tax reports and employment reports are settled before filing.

5. 5

   The fee is $25, consistent across three sources: Code Section 59-1-2(a)(1)(O) prices articles of dissolution of a corporation at $25, the Secretary of State's dissolution page publishes Filing: $25.00, and the CD-6 face reads FILING FEE: $25. A certified copy costs $15 each. File one original, or two if you want a filed stamped copy returned. Expedited service is not sold for this filing.

6. 6

   The board proposes dissolution and the shareholders adopt it. Under Section 31D-14-1402(e), unless the articles of incorporation or the board require more, approval comes at a meeting where a quorum of at least a majority of the votes entitled to be cast exists, and Section 31D-14-1402(d) requires notice to every shareholder stating dissolution as a purpose. CD-6 is signed by an officer or the chairman of the board, with no notary block.

7. 7

   Creditor notice is optional in both of its forms. Section 31D-14-1406(a) lets a dissolved corporation notify known claimants in writing after the effective date, setting a deadline no fewer than 120 days out, and Section 31D-14-1407(a) lets it also publish notice once in a county newspaper, which bars unknown and contingent claims unless suit begins within five years of publication.

West Virginia Requirements for Articles of Dissolution

• Nothing Tax-Related Is Attached to the Filing

  West Virginia asks the filer for no tax clearance, certificate or consent. Neither form CD-6 nor form CD-7 has a clearance checkbox, attachment line or enclosure list, and the word clearance appears nowhere in the 15 sections of Code Chapter 31D Article 14. The articles are delivered on their own.

• The Secretary of State Requests Three Clearances Itself

  Form CD-6's instructions say the Secretary of State will request, in writing, clearances from the West Virginia State Tax Department, the Employer Coverage Unit (Workers Compensation) and the Department of Employment Security (WorkForce WV). Code Section 31D-14-1403(c) states the statutory version: a notice from the Tax Commissioner and Bureau of Employment Programs that taxes and employment security payments are paid or provided for.

• Up to Two Years Before the Certificate Issues

  CD-6 states that after the clearances are received in writing by our office, which may take as long as two (2) years, a Certificate of Dissolution will be prepared and mailed to the address indicated in the Articles of Dissolution. Under Section 31D-14-1403(b) the corporation is dissolved only upon receipt of that certificate, and CD-7 adds that liability for all taxes, fees, penalties and interest continues until the clearances are obtained.

• Form CD-6, or CD-7 If Business Never Commenced

  The ordinary instrument is form CD-6, Articles of Dissolution of a Voluntary Dissolution of a West Virginia Corporation, Rev. 01/2023, whose face cites Code Section 31D-14-1403 for a for-profit corporation. Check item 4, marked Profit Corporations (only), and leave the Chapter 31E nonprofit box alone. Form CD-7 covers a corporation that never commenced business or never issued shares, under Section 31D-14-1401.

• Fee of $25, Certified Copy $15, No Expedite

  Code Section 59-1-2(a)(1)(O) prices articles of dissolution of a corporation at $25, the Secretary of State's dissolution page publishes Filing: $25.00, and the CD-6 face reads FILING FEE: $25. Add $15 per certified copy. Expedited service is not sold for this filing: CD-6 says so on its face and the Secretary of State's expedite page lists dissolution of a domestic corporation among the filings that cannot be expedited.

• Shareholder Vote at a Majority Quorum, Officer Signs

  Section 31D-14-1402(e) requires shareholder approval at a meeting where a quorum of at least a majority of the votes entitled to be cast exists, unless the articles of incorporation or the board set a higher bar, and Section 31D-14-1402(d) requires notice to every shareholder stating dissolution as a purpose. CD-6 must be signed by an officer of the corporation or by the chairman of the board. No notarization.

• Creditor Notice Is Elective, With a Five-Year Tail

  Section 31D-14-1406(a) says a dissolved corporation may notify known claimants in writing after the effective date, with a deadline no fewer than 120 days out and a 90-day window for a rejected claimant to sue. Section 31D-14-1407(a) says it may also publish notice once in a county newspaper, which bars unknown and contingent claims unless suit begins within five years. Shareholder exposure is capped at the assets distributed to them.

• Close Tax Accounts Separately on Form BUS-FIN

  The State Tax Division's published route for closing a business is form BUS-FIN, Declaration of Final Business Activity, Rev. 05/19, mailed or attached to a web notice in MyTaxes; faxed forms are not processed. The Tax Division treats a Business Registration Certificate as permanent until it is notified the business has closed. No West Virginia source states that BUS-FIN is what triggers the Section 31D-14-1403(c) notice, so treat them as two obligations.