West Virginia Articles of Incorporation
West Virginia articles of incorporation form a corporation by filing Form CD-1 with the Secretary of State for $100, setting the name, shares, and agent. Attorney review available.
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Introduction
West Virginia phased out its business franchise tax for tax years beginning on or after January 1, 2015, and now imposes only a corporate net income tax; a for-profit corporation is created as a separate legal entity by filing articles of incorporation with the West Virginia Secretary of State under the West Virginia Business Corporation Act (Chapter 31D). The Secretary of State provides the for-profit articles form (Form CD-1). Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. West Virginia law requires the articles to set forth the corporation's name, the number of shares the corporation is authorized to issue and their par value, the initial registered office and registered agent, each incorporator, the purpose, the principal office mailing address, and an email address for notices (W. Va. Code 31D-2-202). The filing fee paid to the Secretary of State is $100 (W. Va. Code 59-1-2). The registered agent must have a physical West Virginia street address. West Virginia no longer imposes a business franchise tax, which was phased out for tax years beginning on or after January 1, 2015; it does impose a corporate net income tax through the West Virginia Tax Division, based on taxable income rather than a flat annual minimum. Each year, the corporation must file an Annual Report with the Secretary of State on or before June 30, with a $25 fee (W. Va. Code 59-1-2a). DocDraft builds your West Virginia articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In West Virginia, articles of incorporation are the founding document filed with the Secretary of State to create a corporation as a separate legal entity, formed under the West Virginia Business Corporation Act (Chapter 31D), using the Secretary of State for-profit form CD-1.
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You file the articles with the West Virginia Secretary of State and pay a $100 filing fee (W. Va. Code 59-1-2). The Secretary of State is the filing office for forming a West Virginia corporation.
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West Virginia requires the articles to set forth the corporation's name, the number of authorized shares and their par value or a statement that shares are without par value, the initial registered office and registered agent, each incorporator, the purpose, the principal office mailing address, and an email address for notices (W. Va. Code 31D-2-202).
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The registered agent named in the articles must have a physical West Virginia street address and be able to accept service of process for the corporation. West Virginia requires the corporation to maintain a registered office and agent in the state.
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West Virginia no longer levies a business franchise tax; it was phased out for tax years beginning on or after January 1, 2015. West Virginia does impose a corporate net income tax administered by the West Virginia Tax Division, based on taxable income rather than a flat annual minimum.
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Each year the corporation must file an Annual Report with the Secretary of State on or before June 30, with a $25 fee (W. Va. Code 59-1-2a). A corporation in good standing that has filed on time for five consecutive years may elect biennial reporting for a $50 fee.
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Articles of incorporation form a corporation. To form a West Virginia limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in West Virginia, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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West Virginia Requirements for Articles of Incorporation
A West Virginia for-profit corporation is formed by filing Articles of Incorporation (Secretary of State form CD-1) with the West Virginia Secretary of State. The filing fee is $100 (W. Va. Code 59-1-2). The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entities on record with the West Virginia Secretary of State (W. Va. Code 31D-2-202).
The articles must state the street address of the initial registered office and the name of the initial registered agent at that office. The registered agent must have a physical West Virginia street address and accept service of process for the corporation (W. Va. Code 31D-2-202).
The articles must state the purpose for which the corporation is organized, the mailing address of the principal office, and an email address where notices and annual filing reminders may be sent, along with the name and address of each incorporator (W. Va. Code 31D-2-202).
The articles must state the number of shares the corporation is authorized to issue and the par value of each share or a statement that the shares are without par value. A corporation must authorize at least one share (W. Va. Code 31D-2-202).
Each year the corporation must file an Annual Report with the Secretary of State on or before June 30, with a $25 fee (W. Va. Code 59-1-2a). A corporation that has filed on time for five consecutive years may elect biennial reporting for a $50 fee.
West Virginia no longer imposes a business franchise tax; it was phased out for tax years beginning on or after January 1, 2015. West Virginia does impose a corporate net income tax administered by the West Virginia Tax Division, based on taxable income rather than a flat annual minimum.
Articles of incorporation form a corporation. To form a West Virginia limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In West Virginia, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A for-profit corporation is formed under the West Virginia Business Corporation Act (Chapter 31D) using the Secretary of State form CD-1, which sets out the corporation's name, its authorized shares, its registered agent, and its incorporators (W. Va. Code 31D-2-202).
In West Virginia, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the West Virginia Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of West Virginia law. Choose the one that matches the entity you want to run.
You file the Articles of Incorporation (Secretary of State form CD-1 for a for-profit corporation) with the West Virginia Secretary of State, and the filing fee is $100 (W. Va. Code 59-1-2). You can file by mail, in person, or online, where a small processing fee may be added. Once the Secretary of State accepts and files the articles, the corporation legally exists in West Virginia.
West Virginia requires the articles to set forth the corporation's name; the number of shares the corporation is authorized to issue and their par value or a statement that shares are without par value; the street address of the initial registered office and the name of the initial registered agent; the name and address of each incorporator; the purpose or purposes for which the corporation is organized; the mailing address of the principal office; and an email address where notices and filing reminders may be sent (W. Va. Code 31D-2-202).
The registered agent named in West Virginia articles of incorporation must have a physical street address in West Virginia and agree to accept legal papers and service of process for the corporation. The agent can be an individual who resides in West Virginia or a company authorized to do business in the state. West Virginia requires the corporation to maintain a registered office and registered agent in the state at all times.
No. West Virginia no longer imposes a business franchise tax; it was phased out for tax years beginning on or after January 1, 2015, so there is no annual minimum franchise tax like the one some other states charge. West Virginia does impose a corporate net income tax administered by the West Virginia Tax Division, which is based on the corporation's taxable income. A West Virginia corporation should confirm its tax obligations with the Tax Division.
A West Virginia corporation must file an Annual Report with the Secretary of State on or before June 30 of each year, and the fee is $25 (W. Va. Code 59-1-2a). The report updates the state on the corporation's officers, address, and registered agent. A corporation in good standing that has filed on time for five consecutive years may elect biennial reporting for a $50 fee. Filing on time keeps the corporation in good standing.
In West Virginia, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the West Virginia articles to exist as a corporation and the bylaws to govern it day to day.