How to start an West Virginia corporation

It might seem like a lot at first, but once you understand the steps, it’s very doable. This guide will walk you through everything you need to know to start your West Virginia corporation.

How to start a corporation in West Virginia

Incorporating means registering your business as a corporation so the law sees it as its own entity, separate from you. Each state has its own rules for how to do this, so the process can seem confusing. Let’s go through each step: 

1. Choose a name for your West Virginia corporation

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following West Virginia requirements:

• Your name must include "Corporation," "Incorporated," "Company," "Limited," or an abbreviation of one of these terms.
• 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.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

2. Decide between a West Virginia S-Corp and C-Corp tax designation

There are similarities between a West Virginia S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences, however, come down to the following:

• 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.

3. Appoint directors and shareholders for your West Virginia corporation

Each state has its own personnel requirements for incorporating. In West Virginia, you must have one or more directors, but the state doesn't require that you list your directors' names and addresses in your Articles of Incorporation. West Virginia does not have residency or age requirements for directors.

4. Choose a Registered Agent

A Registered Agent is the person or business responsible for receiving tax, legal, and government documents during regular business hours. It's important that every business has one. You can either serve as your own registered agent (if you have a West Virginia address) or choose one to do that service for you (if you are not located in West Virginia or would like an extra layer of privacy).

5. File your Articles of Incorporation with the state of West Virginia

Once you have a business name and registered agent, you can register your business as a West Virginia corporation with the state by filing your Articles of Incorporation. This document may be referred to informally as a corporation's "Articles," or in other states, it may be called a "Certificate of Organization," "Certificate of Filing," or "Certificate of Formation."

6. Get an Employer Identification Number (EIN)

Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees in West Virginia must have an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open your corporate bank account.

Congratulations! After you have completed all these steps, you have formed your West Virginia corporation.

What to do after incorporating in West Virginia

West Virginia requires that corporations create and maintain certain corporate records. The most important of these are the following:

• 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 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. 

Still have questions? Learn more about how to start your own business with Rocket Lawyer and get started today!
 

Key takeaways Starting a corporation in West Virginia means following state rules, like choosing a unique name, filling out paperwork, and paying fees to make it official. One important choice is deciding how your corporation will be taxed in West Virginia, either as an S-Corp or a C-Corp. This affects how the business and owners pay taxes, and the differences between the two change from state to state. After forming the corporation, you have to keep records like bylaws and meeting notes to stay in good standing with the state and prove your business is real and operating correctly.

Additional resources

Learning how to enforce a contract is just one step. Explore these additional topics to learn more and take the next steps.

• What is a corporation?
• What is an S-corporation?
• How are corporations taxed?
• How to start a corporation
• How to register a corporation by state