How to Form a West Virginia Corporation

West Virginia Processing Times and Fees

Most states offer both standard and expedited processing times for your corporation filings. To help you choose the right filing option for you, we have a list of the average wait times for each.

West Virginia charges a filing fee for handling your corporation paperwork. To see all West Virginia's fees, visit "compare pricing" tab in our incorporation center.

Deciding Between a West Virginia C-Corp or S-Corp Tax Designation

An S Corp is a special tax designation, not a separate corporate form, so the structure, management, compliance documents and liability limits are the same as for a C Corp. When choosing between them, these are the differences you should know:

• Ownership Rules: C Corps can have as many shareholders and stock classes as they like. S Corps are limited to no more than 100 shareholders and one stock class. Shareholders in S Corps must be United States citizens or legal residents.
• Taxes: C Corps pay their own taxes on earnings at the corporate level. Shareholders then may pay individual taxes on any dividends they receive. S Corps do not pay corporate taxes. They're "pass-through" entities. They pass earnings to their individual shareholders. The shareholders then report their share of earnings on their personal returns.
• Documents: When you file incorporation documents, you automatically become a C Corp by default. To become an S-Corp instead, you must notify the IRS by filing IRS Form 2553, Election by a Small Business Corporation.

Personnel Requirements

Every state has its own personnel requirements for incorporating. In West Virginia, they include the following:

• Age requirement: The state does not have age requirements for corporations' directors or incorporators.
• Minimum number of directors: Your West Virginia corporation must have one or more directors.
• Residency requirement: West Virginia does not have a residency requirement for directors.

The state doesn't require that you list your directors' names and addresses in your Articles of Incorporation.

Other Requirements for Your Articles of Incorporation

In addition to personnel requirements, your West Virginia Articles of Incorporation must also include the following.

All corporations must appoint a registered agent. Your agent is responsible for accepting tax, legal and government documents for your corporation during regular business hours. Your agent can be a person or a business with a physical address in West Virginia. You must list your agent's name and address in your Articles. We can help you designate an agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in West Virginia:

• Your corporate name.
• The physical addresses of your corporation's principal office. If it's different from the mailing address, then you must include the mailing address as well.
• Your corporation's purpose. You can use the words "including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia."
• The number of shares that your corporation is authorized to issue, as well as their classes.
• The par value of each share, or a statement that shares have no par value.
• The names and addresses of all incorporators.
• An email address for receiving informational notices and reminders.
• The amount of land your corporation owns or expects to own in the state.The state charges an extra fee for every acre over 10,000.

West Virginia allows you to include other optional, information in your Articles. Here are some items you may want to include:

• The names and addresses of your initial directors.
• Limitations on the powers of the corporation, its board, or its shareholders.
• Limitations on the personal liability of a director for breach of fiduciary duty.
• Provisions for imposing personal liability on shareholders for debts under specified conditions.

Guidelines for Your Name

Your corporate name will be an important part of your business's identity, so put some thought into it. Make sure it meets with West Virginia's requirements.

• Your name must include "Corporation," "Incorporated," "Company," "Limited," "Corp.," "Inc.," "Co." or "Ltd."

• Your name can't be deceptive. It can't imply that you've incorporated for any purpose other than that which you've stated in your Articles. For example, you can't call your corporation "The Pool Company" if you sell office supplies.

• Your name must be different from any other business name registered or reserved with the West Virginia Secretary of State.

West Virginia Corporate Taxes & Reports

Taxes aren't much fun, but they're an important part of keeping your business legal. Before opening for business, apply to the IRS for an employer identification number, or EIN. This number is similar to a Social Security number, but it's for businesses. All companies with employees need one.

We have more information about the tax structure of S-Corps and the tax structure of C-Corps.

West Virginia corporations must file annual reports with the Secretary of State each year before July 1. Your first report is due in the calendar year after your incorporation. The state charges a penalty for reports filed late, and it may administratively dissolve any corporation that has not paid its fees and penalties within sixty days after the due date. You then have two years to apply for reinstatement.

All corporations must also send annual financial statements to shareholders within 120 days of the end of their fiscal years. This requirement may be waived by the unanimous consent of all shareholders. Financial statements should include a balance sheet, an income statement, and a statement of changes in shareholders' equity. You can include the equivalent information somewhere in your report.

Keeping Corporate Records and Ongoing Filing Requirements

West Virginia also requires that corporations create and maintain certain corporate records. The most important of these are your bylaws and meeting minutes.

• Your corporate bylaws define the structure and management of your business. You can include any provisions in this document that are consistent with the law and with your Articles.
• Corporate meeting minutes provide a record of all actions and decisions made at meetings of your board or shareholders. You must keep copies of your minutes at your principal office for at least three years.

These two documents help to protect your corporate status. You don't have to file them with the state. Just keep them with your other important corporate documents. We have more detailed information about West Virginia's requirements for bylaws and meeting minutes.

We hope you've found this information on West Virginia corporate regulations helpful. When you decide to file your corporation, we can make it easy.

This article contains general legal information and does not contain legal advice. Rocket Lawyer is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.