Organization:  Determine the long-range goals of your association to decide how your association will be run.

Agent of Process: Determine who will serve as the agent for service of process for the company.

Filing with Secretary of State:  Notice of the appointment of your agent of process must be filed with the Secretary of State.

Filing in the County:  If your association will own property in one or more counties in West Virginia, county filings will be required.

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

The law does not set detailed guidelines for organizing an unincorporated nonprofit association, as it does for a non-profit corporation.

• A sound agreement in writing which details what officers will be elected and when, how members may join, and how decisions are made will help insure the long-term success of the association.
• One or more persons must be authorized to conduct the business of the association, in order to make the necessary filings.
• If real property will be owned by the association, specific officers or members must be identified who will have authority to handle any property transactions.

Determine who will serve as the agent for service of process -- the person who will receive certified mail on behalf of the association in case of a legal action.  The agent must be listed with a physical address in West Virginia where mail can be received (not a post office box), and may be either:

• an individual resident of West Virginia;
• a company authorized to do business in this state (including a corporate service company).

The agent must be someone you trust to notify you immediately should a legal action be filed against the corporation.  Do not name a person or company which has not consented to act in that capacity.

Unlike other business structures, unincorporated nonprofit associations do not file regular statements of registration, but must file an appointment of agent for service of process with the Secretary of State.  That appointment is made by letter, and must include: 

• The  name and address, including street address, of the association  (A West Virginia unincorporated nonprofit association must have an office address, but it is not required to be within the state.   If the association does not have its own building address, the one of the members or officers may be willing to handle the mail.);
• The  name and address, including street address in West Virginia, of the agent of process;
• The signature of the agent agreeing to act as agent; and the signature of a person authorized to conduct the business of the association.
• The fee for filing is the same as the fee for agent change -- $15.
• See Ordering & Payment for more information about filing.

A filing, called a "statement of authority," may be filed in any county where real property is owned by the association.  This statement would have to be on file before any transfer of property could be recorded.

West Virginia Code 36-11-5 spells out the requirements for the county filing.

As with other organizations, there are a few more steps before you start operation.  Even though this type of association is non-profit, you must have a business license.

• 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 in case the association ever has employees.
• Determine whether any other state licenses are required for the type of activity you do.   For example:
  -- if the association will solicit contributions in West Virginia, a charitable organization registration will probably be required;
  -- if the association conducts community activities involving health, food, education or child care activities, some permits may be required.
• 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 permit.  Go to:  Professional & Occupational Licenses or Other Licenses and Permits.  You may need to make inquiries to find other licenses.
• Licenses or registrations to do business may be required at the county or city level, especially in counties where your association provides services to the community or solicits door-to-door.  Contact the County Commission for county requirements, and the City Clerk for municipal requirements.