Sponsored by:
CorpAssist
11 E. Chase Street
Baltimore, MD 21202
www.corpassist.com
Phone: (410) 539-5370
Toll Free: (800) 536-9778
Fax: (410) 539-5848
National Service Information, Inc.
145 Baker Street
Marion, OH 43302
www.nsii.net
Phone: (740) 387-6806
Fax: (740) 382-1256
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: Yes
Corporate: Yes |
| E File: |
UCC: Yes; can send by email
Corporate: Yes (All formations and LLC annual reports only) |
| Expedited Services: |
UCC: Normal turnaround time 24 hours; may expedite for an additional $25.00.
Corporate: Normal turnaround time 24 hours; may expedite for an additional $25.00. |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
Yes (no fee) |
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| Advantages of Choosing NRAI as Your Registered Agent (West Virginia) |
| Assumed and Ficititious Names (West Virginia) |
| Contact Information - West Virginia Secretary of State |
| Domestic Corporate Dissolution Summary (West Virginia) |
| Domestic Corporation Summary (West Virginia) |
| Foreign Qualification Summary (West Virginia) |
| LLC Formation Summary (West Virginia) |
| Recommended Service Companies (West Virginia) |
| UCC Filings (West Virginia) |
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Advantages of Choosing NRAI as Your Registered Agent (West Virginia)
NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:
Comprehensive Nationwide and International Registered Agent Network
Registered Agent and Registered Office in all locations
Telephone and e-mail notification of Service of Process
Free delivery of all Service of Process via express courier
Computerized tracking of Service of Process
Forwarding of all official communications received including tax forms
Customized electronic tax calendar
Full access to NRAI Document Library and website tools
Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client
Representation as agent under contract such as loan agreements, etc.
Nominee Officer and Director and Holding company services
Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.
Special Purpose Entity Services such as Independent Director/Member/Trustee
Annual Report filings services (ARMS)
Electronic annual report filing in some jurisdictions
Access to the NRAI Affiliate Network of over 500 services professionals
And more………
NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.
Posted by: dannunciata
Updated: August 30, 2005
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Assumed and Ficititious Names (West Virginia)
A corporation doing business in West Virginia under any name other than its true corporate name must register its assumed name with the West Virginia Secretary of State (WV SOS) by filing an Application for Trade Name.
Filing Procedure: Duplicate originals of the Application for Trade Name are submitted to the WV SOS. The SOS returns a certified copy that must be filed with the Clerk of the County Commission where the principal office is located.
Filing Fee:
SOS: $25 payable to the Secretary of State.
County: $2.00 for the first 2 pages, $1.00 for each additional page, payable to the Clerk of the County Commission.
Assumed Names, Generally
A corporation may desire to use an assumed, trade or fictitious name (also known as a "d/b/a" or "doing business as" name) in addition to its corporate legal name as listed on its charter. A fictitious name may be necessary to open a division, engage in and identify a different type of business or to resolve a name conflict in a state in which a company chooses to qualify or register to do business.
A directors' resolution authorizes the use of an assumed, trade or fictitious name and registration filings, commonly known as business certificates (or d/b/a "doing business as" certificates), are made at the local, county or state level depending upon state commercial law. Forms may be obtained by using LeapLaw's Corporate Connection.
Trade names may or may not be registered trademarks with the U.S. Patent and Trademark Office (USPTO) or with the secretary of state, and are generally protected under state laws regarding unfair competition. A quick name availability search may be accomplished on-line at LeapLaw's Corporate Connection.
Posted by: dannunciata
Updated: July 21, 2008
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Contact Information - West Virginia Secretary of State
Secretary of State
Corporations Division
State Capitol
1900 Kanawha Blvd. E.
Charleston, WV 25305
Tel. (304) 558-8000
Fax (304) 558-5758
Hours: 8:30am-5:00pm
Posted by: dannunciata
Updated: July 21, 2008
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Domestic Corporate Dissolution Summary (West Virginia)
Pursuant to West Virginia Business Corporation Act (W. Va. Code § 31D-14) to successfully dissolve a West Virginia corporation files Articles of Dissolution with the WV Secretary of State (WV SOS).
Tax Clearance: Clearance certificates are required by:
State Tax Department 304.558.0640
Workers' Compensation 304.926.3400
Dept. of Employment Security 304.558.2675
The secretary of state requests the clearances after the articles of dissolution have been filed. It may take up to two years for the WV SOS to receive clearance. Making sure all filings are up to date will expedite the process. Once clearance is received, a Certificate of Dissolution is issued.
Consents:
Prior to Stock Issuance or Commencing Business: Majority of incorporator or initial directors.
After Stock Issuance:
- Resolution of the board of directors and majority of all voting shareholders at a meeting.
- Written consent of all stockholders
Execution and Filing: Signed by officer or incorporator(s). Submit the original and one conformed copy to the WV SOS.
Filing Fee: $25.00.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: July 21, 2008
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Domestic Corporation Summary (West Virginia)
Pursuant to West Virginia Business Corporation Act (W. Va. Code § 31D-1-1 et seq.), a corporation incorporating in West Virginia files Articles of Incorporation with the West Virginia Secretary of State (WV SOS).
Online: Filing may be done online.
Corporate Name: The corporate name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof
Maximum Stock for Minimum Filing Fee: $5,000 of par value shares
No. of Directors: The corporation may have 1 director.
Paid in Capital: None.
Purpose: No specific business purpose is required.
Preemptive Rights: Granted unless specifically denied.
Cumulative Voting: Granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of West Virginia.
Filing: Submit scanned or original copy to the WV SOS.
A Business Application for Registration Certificate must be submitted to the West Virginia Department of Tax and Revenue before the engages in any business activity in the State of West Virginia.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: October 02, 2012
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Foreign Qualification Summary (West Virginia)
Pursuant to the West Virginia Business Corporation Act (W. Va. Code § 31D-17 et seq.), a foreign corporation may not transact business in West Virginia until it files an Application for Certificate of Authority with the West Virginia Secretary of State (WV SOS).
Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Name Conflict: If the corporations name is not available it may qualify by adopting a fictitious name to be use in WV.
Certificate of Good Standing/Legal Existence: An original certificate of the corporation's legal existence issued from its domestic state during the current tax year of your company, must be attached to the Application for Certificate of Authority.
Officers and Directors: A list of officers and directors with addresses is required.
Filing and Execution: The filing is signed by an officer of the company. Faxed/scanned copy is accepted by the WV SOS.
Foreign Registration, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: dannunciata
Updated: October 02, 2012
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LLC Formation Summary (West Virginia)
Pursuant to the West Virginia Uniform Limited Liability Company Act (W. Va. Code § 31B et seq.), a limited liability company forming in West Virginia files Articles of Organization with the West Virginia Secretary of State (WV SOS).
LLC Name: The LLC name must contain "limited liability company" or "limited company" or "L.L.C." "L.C.", "LLC" or "LC" "limited" may be "Ltd." and "company" may be "Co."
No. of Members: The LLC may have 1 member.
Execution and Filing: Signed by "organizer(s)" and executed by the resident agent.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: July 21, 2008
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Recommended Service Companies (West Virginia)
The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.
So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:
CorpAssist
11 E. Chase Street
Baltimore, MD 21202
Phone: 410.539.5370 / 800.536.9778
Fax: 410.539.5848
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National Service Information, Inc.
145 Baker Street
Marion, OH 43302
Phone: 740.3876806
Fax: 740.382.1256
Posted by: dannunciata
Updated: August 30, 2005
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UCC Filings (West Virginia)
UCC Financing Statements are filed in West Virginia with the West Virginia Secretary of State (WV SOS). Fixture filings will be filed at the county level where the mortgage is registered.
Filing: UCC financing statements may be filed online.
UCC Forms
General Process:
Send two copies of the UCC filing.
Cover letter should state:
Name and contact information.
Credit card number, expiration date and what type of card it is.
State how many filings are attached.
Fax Number: 804 371-9133
Standard turnaround time is 24 hours.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: August 27, 2008
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