Registration or Exemption?  Determine whether your business activity requires a certificate of authority or whether an exemption is allowed.

Corporate Name or DBA:  Make sure your corporate name is available and meets the West Virginia name requirements.

Home State Certificate:  Order a certificate of good standing from the state or province where the company is incorporated.

Agent of Process: Determine who will serve as the agent to receive service of process.

Subsidiaries and Parent Companies:  A new West Virginia law will require disclosure of subsidiaries and parent companies on the annual report.

Filing:  Complete your application for certificate of authority and file with the Secretary of State.

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

The type and level of business activity in West Virginia determines whether your corporation must have a certificate of authority.   If your company is eligible, you may apply for an exemption certificate.  Remember, you may have other filing requirements with the Tax Department or other agencies.

A certificate is required if:

• Your company has a physical location or employees working at sites within the state; or
• Your company performs services in the state for more than 30 days; or
• Your company makes contracts for sales in the state and/or delivers products to sites within the state using company or subsidiary- owned transportation; or
• Your company solicits sales or charitable contributions directly with consumers within West Virginia.

An exemption is allowed if:

• The business activity will be only a one-time activity conducted within a 30-day time frame; or
• Your company executes contracts within the state or delivers products to sites within the state using company or subsidiary-owned transportation; or
• One of the other grounds for exemption listed in West Virginia Code §31-1-49 applies.

Submit an application for exemption to the certificate of authority requirement.  If approved, the certificate of exemption will include a control number which must be included on your Business Registration Application, if that is still required for West Virginia.

Click the icon to download the form in Acrobat Reader.  If you have used the Reader, see Acrobat Reader Help for assistance.  See Ordering and Payment for more information about submitting the filing.

The name of your company in your home state may be used in West Virginia only if it is available and meets the requirements of West Virginia law for corporate names.  See Choose a Business Name for information on the requirements, and how to find out whether that name is available.  If your home state name cannot be used in West Virginia, take these steps:

• Choose a corporate DBA name under which you will do business in West Virginia; and
• Prepare a resolution of the Board of Directors adopting that name to do business in West Virginia and present it to the Board for approval.
• Determine if any other trade names will be used in West Virginia, and prepare registrations for those names separately.  See Trade Names.

NOTE:  If your home state company name is available in West Virginia, but lacks the required corporate designator (such as 'Incorporated', 'Corporation', 'Company' or an abbreviation of one of those terms),  you may want to consider applying for a trade name registration for the home state name at the same time you apply for your certificate of authority using a corporate DBA.  For example, "Smith, Jones & Doe, " a Virginia corporation, obtains a certificate of authority in West Virginia using the DBA of "Smith, Jones & Doe, Inc." and also applies for the trade name "Smith, Jones and Doe."  This registration meets the requirements of West Virginia law, but also allows the use of equipment, vehicles, printed material and other materials already labeled with the company's home state name to be lawfully used in doing business in West Virginia.

Obtain a good standing certificate or equivalent certificate dated within the current tax year from your home registration state to submit with your application.

Click the US map icon to find the corporate registration office in your home state.

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 and officer, director or employee.
• The agent may be located inside or outside West Virginia.
• 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.

Although it is not required in the application for certificate of authority, a new West Virginia law requires that any corporation doing business in West Virginia report the names of any parent company and/or subsidiaries yearly on the annual report.

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 application for certificate of authority in a standard document, but all required information must be included for the application to be acceptable for filing.
• Only one copy of the application is required and must be signed by an officer.  If you would like a filed copy returned to you, submit two applications.  Attach the good standing certificate.
• 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.  Be sure to calculate for the month during which your application will arrive at the Secretary of State's office.
• Submit your filing to the Business Organization's Division with your check payable to the Secretary of State.  See Ordering & Payment for more information.

After you receive your Certificate of Authority, 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 application for certificate of authority must be entered.  This number is used by the Tax Department to confirm the company is authorized in West Virginia. 

• 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.