With our 5-step method, forming a company in West Virginia is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.
We’ll teach you how to form your own company in West Virginia.
In West Virginia, it is simple to form a corporation.
In West Virginia, you may form a company by submitting the Certificate of Incorporation, drafting corporate bylaws, and naming your first director (s).
Table of Contents
To get started, follow the steps in our How to Start a Corporation in West Virginia tutorial below:
Step 1: Give Your West Virginia Corporation a Name.
Step 2: Select a Registered Agent.
Hold an Organizational Meeting in Step 3
Step 4: Submit your Articles of Incorporation.
Step 5: Obtain an EIN
Step 1: Give Your West Virginia Corporation a Name.
The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with West Virginia company naming regulations.
1. West Virginia name conventions:
Your firm’s name must include the words “corporation,” “company,” “incorporated,” or “limited,” or an abbreviation of one of these phrases, or words or abbreviations having the same meaning in another language.
Your name cannot include any term or phrase that indicates the company was formed for a purpose other than the one mentioned in its articles of incorporation.
If the company activity does not contain “banking” or “insurance,” the words “banking” and/or “insurance” cannot be used in the business name.
The terms “engineer” and “engineering” may be used only if the objective is to conduct professional engineering and one of the principals is a licenced West Virginia professional engineer.
Other licenced professions have their own set of rules and limitations.
“911” cannot be part of your name.
Your name must be distinct from any other current company in the state. This covers reserved names in West Virginia.
2. Is my business name accessible in West Virginia?
Your West Virginia company name must be distinct and distinct from other West Virginia business names. To see whether your selected company name is available, use the West Virginia Secretary of State’s Business Organization Search.
3. Is the URL accessible?
Before forming your West Virginia company, check to see whether an appropriate URL for your preferred business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.
Step 2: Select a Registered Agent in West Virginia.
When you form your company with the Secretary of State, you must select a West Virginia agent for service of process, commonly known as a registered agent.
What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.
Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any member of the company or an individual may act as your West Virginia agent for serving of process if the person:
is at least 18 years old
has a physical address in the state where business is done
is accessible during regular business hours (in person).
Hold an Organizational Meeting in Step 3
Before filing the Articles of Incorporation formally in Step 4, you must conduct an organisational meeting to perform the following tasks:
Complete and sign the Articles of Incorporation.
Establish and approve bylaws
Choose your first director (s)
Determine your ownership structure.
Fill out an Incorporator’s Statement.
Establish and Approve Corporate Bylaws
Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.
The bylaws of a company will augment any regulations established by the federal government or the state.
Include the following in your bylaws:
The governance of the company, including the roles of directors and officials
Meeting processes, voting procedures, and the election of executives or directors
How will records be preserved and managed?
How will disagreements be resolved?
How will bylaws be added/modified in the future?
The annual shareholder meeting date
Contract Negotiation Techniques
Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)
What is a quorum for voting purposes?
What exactly is a quorum? A quorum is the minimal number of members who must be present at a meeting in order for the meeting’s actions, including any votes, to be legitimate.
Appoint the First Directors
At least one director must be appointed to monitor your West Virginia company until the first shareholder meeting.
A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.
Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.
Selecting a Share Structure and Strategy
A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.
Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.
The West Virginia Secretary of State’s Articles of Incorporation form may only be used to incorporate a company with one share class. You must write your own Articles of Incorporation if the organisation requires a multiple share class structure.
NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.
Make and implement an Incorporator’s Statement
The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.
The first director(s) named in this agreement will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.
Step 4: Submit the Articles of Incorporation to the State of West Virginia.
To form a company in West Virginia, you must submit Form CD-1 – Articles of Incorporation. The Articles of Incorporation are the legal documents that establish your West Virginia company. You may submit it with the West Virginia Secretary of State by mail, email, fax, in person, or online. The fee for filing is $100.
This paper will address the fundamentals of your company, such as:
Name of the company, location, and mission statement
Email address and website for the company (if applicable)
Name and address of the agent to whom process may be served
The number of authorised shares that a company may issue.
The amount of acres of land owned or projected to be owned by the company in West Virginia.
Name(s) and address of incorporator(s) (es)
The West Virginia Secretary of State’s Articles of Incorporation form may only be used to incorporate a company with one share class. You must write your own Articles of Incorporation if the organisation requires a multiple share class structure.
Step 5: Obtain a Federal Employer Identification Number (EIN) for Your West Virginia Corporation
What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s Social Security number.
Obtaining an EIN is included in the registration procedure on the WV One Stop Business Portal if you file your Articles of Incorporation online.
Why do I need an EIN? An EIN is necessary for the following activities:
To establish a commercial bank account for the firm
In terms of federal and state taxation
To recruit workers for the firm
How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.