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General Requirements
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Unless otherwise specified, corporation change filings
require:
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One original with original signature
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The signature of an officer or chairman of the board of
directors
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Foreign corporations must accompany some filings with
certified copies of documents filed in the home state.
Click the US map icon to find the corporate registration
office in your home state.
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Trade Name Registration
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See Trade Names for details and
forms for registration of a trade name for use in West Virginia.
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Amendment
/ Name Change
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An amendment may be used to change a company name, increase,
decrease, reclassify or make other changes to the stock of a corporation, or alter basic
elements of the original articles or certificate of authority.
Fee: $25 per amendment
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Filing:
Amend WV For-Profit Corporation
Amend WV Nonprofit Corporation
Amend Foreign Corporation
(Attach one certified copy of amendment as filed in home state)
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Restatement
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A restatement may be filed when the amendments are so extensive it is simpler to
restate the entire articles of incorporation. Domestic
corporations may use the regular Articles of Incorporation form
and mark it "Restatement" at the top.
Fee: $25
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Filing:
Domestic corporations may use the regular Articles of
Incorporation form and mark it "Restatement" at the
top.
Foreign corporations file one certified copy of restatement
as filed in the home state.
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Conversion
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Corporation law does not address conversion. To convert
a corporation into an LLC, LLP or LP, the new entity would have
to be formed, then the corporation merged into the new
entity. The corporation would have to be in good
standing before merging out of existence.
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Merger
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The filing requirements vary for different mergers between corporations and other entities.
If not all the parties to a merger are corporations, it is important to
review the law for those entities as well.
It is very important to remember that a merger can require some time to complete after the
complete documents are filed. For example, all merging companies registered in West
Virginia must be in good standing. Also, a corporation cannot "merge out"
of existence and into a non-qualified foreign corporation until all taxes and employer
liabilities are cleared by at least three departments, which can take several
weeks. If a merger, especially involving corporations, is to be completed
before the end of a calendar year, please start the filings well ahead of time.
In complex mergers, our staff will pre-check documents to assure everything is in
order.
Fee: $25 for two companies merging, plus $15 for each additional
WV corporation and $5
for each additional foreign corporation.
Filing:
If survivor is WV corporation:
- A plan of merger and one original copy of the articles of merger must be filed.
- If the merger changes the survivor's stock or other provisions of the articles, an amendment
to the survivor's articles must also be filed.
If the survivor is a foreign corporation:
- The home state merger should
be completed first.
- Then, the plan of merger and one certified copy of the home state articles of merger are filed in
West Virginia.
- If the survivor's articles are amended in the home state as a result
of the merger, a foreign amendment should also be filed.
- If the survivor intends to do business in West Virginia and is not
already qualified, the survivor applies for a certificate of authority.
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Dissolution
& Withdrawal
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For corporations, the decision to voluntarily
dissolve or withdraw requires that company affairs in West
Virginia be put in order.
The Secretary of State may not issue a
Certificate of Dissolution or Withdrawal until the State Tax
Department and the divisions of Employment Security and Worker's
Compensation all sign off that taxes and other employer
obligations are paid and reports filed.
The steps for preparing dissolution and
withdrawal applications are spelled out in detail in the
application instructions.
Fee: $25
Filing:
WV For-Profit
Corporations:
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- Wind up the affairs of the corporation by
taking care of liabilities and distributing assets.
- Go through the procedural steps for
approval of dissolution, then file the completed Articles of
Dissolution.
WV Nonprofit
Corporations:
- Wind up the affairs of the corporation by
taking care of liabilities and distributing assets.
- Go through the procedural steps for
approval of dissolution.
- File the completed Articles of
Dissolution.
WV Corporations That Never
Commenced Business
- If the corporation never elected officers
or took any action whatsoever toward doing business, a
special procedure is available by which the incorporators
can dissolve the corporation.
WV Corporations Deciding to Revoke
Dissolution Proceedings
- Sometimes the tide will turn and a
corporation's officers or board of directors will decide
they want to stop dissolution. The Revocation of
Dissolution form can be used to accomplish that.
Foreign Corporations:
- Take care of any liabilities to the state.
- File a a Statement of Withdrawal.
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Reinstatement
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When a corporation has been administratively
revoked for failure to file annual reports and pay corporate
license taxes, the corporation may apply to the State
Tax Department for reinstatement.
Once all annual reports are filed and all
taxes paid, the Tax Department may reinstate the
corporation. That department will notify the Secretary of
State to reactivate the corporation.
It is important to remember that a corporation
only retains its right to its name for two years following
revocation. After that, a name change might be necessary
to reinstate if another company has formed using the old name.
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Annual Report
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The forms for annual reports are mailed in May by
the State Tax Department to the principle office address of the
corporation.
It is the corporation's responsibility to
maintain current address records at both the Secretary of State
and the State Tax Department to assure that mail can be
received.
If the annual report form is not received by
early June, contact the Business Division at (304) 558-8000.
The filing is due July 1 each year.
A part of the annual filing is the payment of
the attorney-in-fact fee, which is $25.
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Change of Officers,
Agent of Process or Address
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For your own security and convenience, it is
important to keep your company record current. The
inability to respond promptly to a lawsuit or to file amendments
and other documents because of inaccurate information on your
record will only hurt your company.
Fee: $15 per filing (may include
multiple changes)
Filing:
Check your company record on the
Business
Organizations Data System for accuracy. If you find
outdated information, use our convenient form to file changes of
officers, agent of process and addresses. Staff may
correct errors and spellings without a filing, but the change of
a name from one person to another or of an address from one
place to another requires a change to be filed.
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