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
File Form CD-1 With the Secretary of State
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.
Corporate Name With a Designator
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).
Registered Office and Agent
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).
Purpose, Principal Office, and Email
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).
Authorized Shares and Par Value
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).
File the Annual Report by June 30
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.
No Business Franchise Tax, Corporate Net Income Tax
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.
Corporation Versus LLC
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.