In this article, we’ll be going over everything you must know about the straightforward process of incorporating your company in the state of West Virginia. Please keep in mind that this article shouldn’t be used as official legal, accounting, or tax advice. Should you require legal, accounting, or tax advice, it is wise to consult a licensed professional who can speak to your specific situation. However, remember that it is not mandatory to hire a lawyer when filing incorporation paperwork. 

SunDoc Filings specializes in West Virginia incorporations and can help you handle the paperwork surrounding this process.

Overview

There is a fee for creating your corporation and filing your Articles of Corporation with the West Virginia Secretary of State. It is at this time that you'll need to know many things about your new company, including what type of corporation you're choosing, your company name (this needs to be available to use), your new corporate address, the number of shareholders you have (depending on the corporation type you choose), how many shares you're authorizing your new corporation to issue, who your corporate officers are and who your registered agent will be, and any directors you'll have.

At the first board meeting you have with your Board of Directors, you’ll appoint officers. Remember that your appointed officers don't need to be listed in your Articles of Incorporation filed with the state. You will also adopt bylaws at this first meeting. These do not need to be filed with the State of West Virginia either, but you will certainly want to have them for your own records.

Finally, you will need to have a Federal Tax ID Number (EIN or Employer Identification Number). This can be obtained from the IRS. At SunDoc Filings, we would be happy to help you with this process. 

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by West Virginia for certain professionals.  

You’ll need forms for your company corporation. These can be downloaded from the Internet on the State of West Virginia. You can also create your own forms if you like by hiring an attorney to draw them up.

For instance: You'll be limited to one class of shares with the default Articles of Incorporation for download. If you'd like to change this number, you can create your own document. On the other hand, you can name the initial directors in your Articles of Incorporation if you like as long as you include all directors and have them each sign the document. 

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a West Virginia corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically, the bylaws will describe the number and limit of directors, unless the articles stipulate this. 

To change your own company bylaws, you'll generally need to have a formal meeting with your shareholders and directors. The only way to change the Articles of Incorporation is with an amendment. You will file this amendment with the state. Things like how you want to conduct your meetings and the times of your meetings will be outlined in your bylaws. You’ll also put the powers of directors in your bylaws. Everything must be in accordance with West Virginia law. Always keep minutes of all your meetings.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our West Virginia Corporate Kit page.

Registered Agent

Every West Virginia corporation must have a registered agent. This will be someone who can be reliably available during business hours at a specific address. If the state needs to communicate with someone representing your corporation, the registered agent will be the person they can contact. It’s possible for the registered agent to be a company or an individual. SunDoc Filings offers this service to outsource your company’s routine and make things easier for you. Please see our article, What is a Registered Agent? Why Do I Need One? for additional information. 

Name Search

The name you submit to the state in your articles of incorporation must be clearly available for you to use in the State of West Virginia according to the records of the Secretary of State. If not, your filing will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.

Put some effort in when choosing a new name for your company. You’ll need your name to comply with the law, certainly, but it can also help your branding to have a winning name. You can run name searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

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