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PCF makes it fast, easy and cost-efficient to Form a Corporation in West Virginia
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AND keep up with recurring West Virginia Corporation requirements
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PCF has helped thousands of businesses successfully form a Corporation Online
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Choose PCF to help you form your West Virginia Corporation and we will notify you each year well in advance of the due date for
any required West Virginia Corporation reporting requirements
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If you're ready to form a West Virginia Corporation online now
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Check our West Virginia Incorporation options and prices
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If you need more information about forming a West Virginia Corporation online, the information below may help you understand the requirements and implications of
incorporating in West Virginia.
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Do I need a lawyer to form a West Virginia Corporation
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The short answer is no.
The state of West Virginia does not legally require a lawyer to form a
West Virginia Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a West Virginia Corporation.
However, if there is anything about Incorporating in West Virginia
that you're not sure about you should seek the advice of a competent West Virginia lawyer, a West Virginia accountant,
or both before you Incorporate in West Virginia.
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Once you have made the decision to Incorporate in West Virginia, a West Virginia lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new West Virginia Corporation.
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Put the money you save with PCF right where it belongs
into your new West Virginia Corporation
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a West Virginia Corporation
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1. Choose a name for your West Virginia Corporation
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- PCF will check to make sure that your West Virginia Corporation name is available, conforms to state of West Virginia
Corporation naming regulations, and will reserve your West Virginia Corporation name with the West Virginia Secretary of State.
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Your West Virginia Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the West Virginia Corporation name that you choose must be distinguishable from the name of any other registered West Virginia Corporation or other
business entity and the name must also be different from any reserved names on record with the state of West Virginia.
Your West Virginia Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your West Virginia Corporation name must not be a name that is likely to mislead the public.
The name of a West Virginia Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your West Virginia Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the West Virginia Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your West Virginia Corporation
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- PCF can act as the official Registered Agent for your West Virginia Corporation.
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Every West Virginia Corporation must have an address that is physically located in the state of West Virginia.
This address is "registered" with the West Virginia Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of West Virginia to receive all correspondence on behalf of the West Virginia
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many West Virginia Corporations hire a Registered Agent because they don't have a physical
address within the state of West Virginia or to provide a distinct level of privacy.
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3. Choose a Board of Directors for your West Virginia Corporation
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All West Virginia Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your West Virginia Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your West Virginia Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of West Virginia or shareholders of the West Virginia Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your West Virginia Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your West Virginia Corporation
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The Board of Directors elects Officers for your West Virginia Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the West Virginia Corporation.
Officers handle the day to day operation of the West Virginia Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a West Virginia Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the West Virginia Corporation.
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5. Determine how you want your West Virginia Corporation to be taxed
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- If you choose to be taxed as an S Corporation, PCF can prepare the S Corporation election form for your West Virginia Corporation and include it with
your Incorporation documents.
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The West Virginia Corporate Income Tax Rate is 8.5%.
You may form an S Corporation in West Virginia.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any West Virginia Corporate Income Tax.
In addition to paying the West Virginia Corporate Income Tax, all West Virginia Corporations must pay the West Virginia Business Franchise Tax.
The West Virginia Business Franchise Tax is currently .41% of taxable assets and will be phased out by 2015.
For more West Virginia Corporate Tax Information click here |
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6. File Articles of Incorporation with the West Virginia Secretary of State
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PCF can draft Articles of Incorporation that are specific to your West Virginia business and file them with
the West Virginia Secretary of State. Should the need arise, PCF can also draft and file amendments to your Articles of Incorporation.
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In order to form a Corporation in West Virginia you must file Articles of Incorporation with the West Virginia Secretary of State.
The Articles of Incorporation must include certain specific information about your West Virginia business. If the Articles do not conform exactly to state of West Virginia requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your West Virginia Corporation but you will have to pay a fee to the state of
West Virginia in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your West Virginia Corporation.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your West Virginia Corporation.
All West Virginia Corporations are required to have an FEIN.
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8. Issue Stock Certificates to the Initial Shareholders
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- PCF can create customized stock certificates for your West Virginia Corporation.
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Corporate stock is evidence of ownership of a West Virginia Corporation.
When you form your West Virginia Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small West Virginia Corporations hold 100% of the shares.
Stockholders in a West Virginia Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the West Virginia Corporation is able to make all Corporate business decisions.
West Virginia Corporations usually hold at least 51% of the corporate stock in order to retain control of the West Virginia Corporation.
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What do I have to do after I form my West Virginia Corporation
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your West Virginia Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the West Virginia Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the West Virginia Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or West Virginia law or
the West Virginia Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal West Virginia office.
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2. Open a Business Bank Account in West Virginia
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It's very important that you have a separate business bank account for your West Virginia Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a West Virginia Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A West Virginia Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your West Virginia Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your West Virginia Corporation vary depending on your business activities
and the specific locations within the state of West Virginia in which you want to conduct business.
If your West Virginia Corporation will be selling products in West Virginia you may be required to obtain a Reseller's Permit from the appropriate
West Virginia state agency.
If your West Virginia Corporation will be selling products in West Virginia you will also be responsible for all applicable local and state of West Virginia
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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- PCF can transcribe the minutes of any meeting of your West Virginia Corporation into a form that complies with all
state of West Virginia requirements.
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Every West Virginia Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the West Virginia Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
West Virginia Corporation a lot of potential trouble.
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5. File the required West Virginia Corporation reports
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The West Virginia Corporation Annual Report includes basic information about your West Virginia Corporation including information on your Directors and Officers.
Failure to submit a properly completed West Virginia Annual Report to the West Virginia Secretary of State on or before the
due date may subject your West Virginia Corporation to being administratively dissolved in the state of West Virginia or
having its authority to transact business in the state of West Virginia revoked by the West Virginia Secretary of State.
Penalties may accrue if you fail to file any West Virginia Corporation Annual Report to the West Virginia Secretary of State
by the due date.
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6. Keep proper records of your West Virginia Corporation on file
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Keep the following records on file and available at the principal business office of your West Virginia Corporation:
- Names and addresses of all Directors and Officers of the West Virginia Corporation
- Articles of Incorporation for the West Virginia Corporation and any Amendments to them
- Corporate Bylaws for the West Virginia Corporation and any Amendments to them
- List of current shareholders of the West Virginia Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the West Virginia Corporation
- Copies of all tax returns and Annual Reports for the West Virginia Corporation for the last 3 years
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West Virginia Foreign Corporation Qualification
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You want to do business in the state of West Virginia but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of West Virginia you must register with the West Virginia Secretary of State as
a West Virginia Foreign Corporation.
The process of registering as a Foreign Corporation in the state of West Virginia is called West Virginia Corporation Foreign Qualification.
The process of West Virginia Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of West Virginia.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your West Virginia Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the West Virginia Foreign Corporation.
For specific requirements to qualify as a Foreign Corporation in the state of West Virginia click here.
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