Corporate Status:  Decide whether the corporation will be for-profit or nonprofit.

Incorporators:  Identify who will act as incorporators.

Directors:  Decide the number of directors the initial board of directors will have, and who they will be.

Agent of Process:  Determine who will serve as the agent for service of process in West Virginia.

Principal Office:  A West Virginia corporation may have a principal office, but it is not required to be at a physical address within the state.

Authorized Stock:  For-profit corporations, determine the number of shares of stock and the par value of each share.

Filing:  Complete your articles of incorporation and file with the Secretary of State.

Next Steps:  Complete other state, county and municipal filing requirements before you start business.

Decide whether the corporation will be for-profit or nonprofit.

• Both for-profit and nonprofit are governed by a board of directors.
• A nonprofit must include in the articles of incorporation the nonprofit addendum found on page five of the nonprofit articles form.
• A nonprofit corporation must apply to the IRS for tax-exempt status in order to be listed by the State Tax Department as a nonprofit corporation for tax purposes.
• A nonprofit may not distribute its assets to any person or organization other than another nonprofit corporation.

Identify who will act as incorporators.

• One or more incorporators are required.
• Incorporators have authority to establish the corporation, and their names will remain permanently on the corporation record.
• Unless the incorporators become officers, or are listed as having authority to act on behalf of the corporation until officers are elected, they will have no subsequent authority to sign filings of amendments,  mergers, name changes or other filings, other than to dissolve a corporation which has never commenced business.

Decide the number of directors the initial board of directors will have, and who they will be.

• The board will elect the initial officers and adopt the by-laws of the corporation.  (By-laws are not filed with the Secretary of State). 
• Although the officers names do not have to be listed on the initial filing, if they are not listed, we encourage you to file a change of officers form as soon as they are elected.  This will make later filings simpler.  You will be required to list them on the first annual report.

Determine who will serve as the agent for service of process -- the person who will receive certified mail on behalf of the corporation in case of a legal action.

• The agent may be an officer or director.
• The agent may be another individual or a corporate service company.
• The agent must be someone you trust to notify you immediately should a legal action be filed against the corporation.

Please do not list any person or company as agent for service of process who has not agreed to act in that capacity.

A West Virginia corporation must have a principal office.

• If the new company does not have its own address at the beginning, the address of the office or home from which business will be conducted may be used.
• Be sure to file an address change if the company moves, so you will be certain to receive all important correspondence.

If the new corporation is a for-profit corporation, determine the number of shares of stock the corporation will have authority to issue and the par value of each share.

• The shares may be in one class (all the same value), or more than one class (with different values or different voting rights).  Most corporations begin with one class, and may add other classes through amendment.
• The par value of one share may be any amount, from a fraction of a cent to thousands of dollars.  Most small startup companies start with a small number of shares and a small par value -- for example, 100 shares with a par value of $10 per share, making the total valuation $1,000 ($100 X $10) for corporate license tax purposes.  Consult your financial advisor about this decision.
• The par value may lawfully be set at "no par."  If you select "no par" as a starting point, the total valuation for tax purposes will be calculated at $25 per share.  For example, 1,000 shares at no par sets the total valuation at $25,000.  For the lowest tax category, the maximum aggregate or total value of all shares may not exceed $5,000.  Setting the par value at "no par" doesn't always help keep the tax low.

When you are ready to prepare the filing, click the icon to download the form using Acrobat Reader and fill it out on screen.  If you have not used the Reader before, see Acrobat Reader Help.

• You may file using the standard form or prepare your Articles in a standard document, but all required information must be included for the Articles to be acceptable for filing.
• One original copy with original signatures of the incorporator(s) must be filed.
• The fee for filing changes every month, because the license taxes and attorney-in-fact fee are prorated.  Use the chart on the application instructions to compute the fee, and be sure to for the month during which your application will arrive at the Secretary of State's office.
• Submit your filing to the Business Organizations Division with your check payable to the Secretary of State.  See Ordering & Payment for more information.

After you receive your Certificate of Incorporation, there are a few more steps before you start business.

• Complete the Business Registration Application for filing with the Department of Tax and Revenue.
  • This form is a combined form which will allow you to obtain your business franchise certificate and complete initial registration to comply with unemployment and worker's compensation requirements.
  • On the first page of the application, the control number entered on the top right corner of the stamped copy of your original articles must be entered.  This number is used by the Tax Department to confirm the company is registered as a corporation. 

• Determine whether any other state licenses are required for the type of business you do.  Some of the most common licenses and permit requirements are listed for your convenience with links or contact information for the agencies which issue those licenses or permits.  Go to:  Professional & Occupational Licenses or Other Licenses and Permits.  You may need to make inquiries to find other licenses.
• If your corporation is non-profit and plans to solicit contributions in West Virginia, a charitable organization registration will probably be required;
• Licenses or registrations to do business may be required at the county or city level, especially in counties where your company has an office or plant location, provides services to customers on-site or conducts direct sales.  Contact the County Commission for county requirements, and the City Clerk for municipal requirements.