Welcome to the Start a Business tutorial for the registration of foreign corporations in West Virginia. The Secretary of State website has created an online filing portal through which representatives can file their entities. In fact, the Business 4 West Virginia website has provided the filer with the ability to register with three different government departments simultaneously. In regards to practicality, filing online is your best bet. That being said, we have provided the requisite PDFs and a brief guide on how to file through the mail on this webpage for those who are less technologically inclined. The submission of a Certificate of Authority, online or otherwise, must be accompanied by a $100 filing fee if registering a profit corporation and $50 if filing a non-profit entity.
Before registration, it is wise to perform a Business Entity Search to ensure that your corporate name is indeed available in the State of West Virginia. You may also find that a Name Reservation is useful if you need additional time with which to prepare for registration. A filing of this variety will cost $15 and will ensure that your name is secured for a period of 120 days.
How to File (Online)
Step 1- For those filing online, you will first need to create an account with the Business 4 West Virginia portal. A tutorial for account creation can be found here. When set up, navigate to this webpage to login.
Step 2- The homepage will feature a drop down menu which will give you the option to “Register New Business“. Make this selection and click Go to proceed to the next step.
Step 3- Begin by selecting either Profit or Non-Profit from the list on this page.
Step 4- Profit entities will be required to select an activity category here.
Step 5- Use the drop down menus on the first page here to select your NAICS code and subcode in order to define your primary business activity. Following this page, you will need to indicate whether you want this information to be made available to the public and whether or not the primary activity covers 100% of the business. Filers will be required to supply a secondary business activity if applicable.
Step 6- Provide a description of the business activity in the paragraph field they’ve supplied on this page.
Step 7- Select one of the four foreign entity registration options on this page. It is most likely that you will need to select the one that indicates that you are starting a business that is already registered in another state and is now locating an operation in West Virginia. Once selected, click Continue.
Step 8- If you believe that there may be reasons for which you would be exempt from filing, you can use this page to check for them. Otherwise, select No to skip this step.
Step 9- Select your corporation type here and click Continue.
Step 10- If you plan to have employees working in West Virginia, there will be a number of questions you will be required to answer later on in your application. Select Yes or No here and click Continue.
Step 11- The previous steps were classified as “The Basics” and covered, as you can tell, very general questions. A review of all the information submitted thus far can be found here. They will also indicate what questions will be asked by the various departments, the first of which being the Secretary of State.
Step 12- Begin the Secretary of State questionnaire with your entity name.
Step 13- You can register a foreign “Doing Business As” name, commonly referred to as a fictitious name, if your corporate name is currently unavailable in West Virginia. You will also have the opportunity to register a trade name immediately after this.
Step 14- Indicate whether or not you have a FEIN or a West Virginia number at this stage.
Step 15- Supply your Federal Employer Identification Number here.
Step 16- The Secretary of State asks filers for a number of business addresses. You will be required to supply the address of the physical location in West Virginia, the mailing address for tax returns, the registered address, and the principle office address over the course of the next four pages.
Step 17- Enter in the agent of process’s name and address on this page.
Step 18- Provide the name, address, SSN and title of each officer associated with the corporation at this juncture. You can do so by clicking Add Record and supplying the information into the fields on the subsequent page. Once all individuals have been accounted for, you may continue to the next step.
Step 19- The director information will be required here. You can supply it in the exact same fashion as you did the officer info.
Step 20- Enter the purpose of the entity and indicate the nature of the effective date.
Step 21- The state in which the corporation was formed and the date of original incorporation can be supplied at this step. You will also need to indicate whether or not the entity will be perpetual. Click Continue when ready.
Step 22- Indicate whether or not this is a subchapter-S corporation.
Step 24- It is here that you will begin answering the questions categorized under “Operations and Activities”. These questions will be posed by the State Tax Department. Begin by providing the date on which operations began or will begin.
Step 25- Indicate whether your estimate of the annual gross from your location in West Virginia will exceed or be less than $20,000. After this, answer whether or not the income grossed over the previous calendar year exceeded $4000.
Step 26- Answer whether or not the business has a location from which you will make retail sales or do service/maintenance work.
Step 27- Check the applicable boxes found in the next three pages which cover special product sales, special business activities and specialized services. Answer the yes or no questions found in the fourth window titled “Other Special Questions”.
Step 28- Enter the taxable year end month here.
Step 29- Answer Yes or No to whether the corporation is a subsidiary of a parent corporation.
Step 30- This page will let you know that the following questions will be in regards to unemployment insurance and withheld payroll taxes.
Step 31- If you plan on hiring employees in the near future, you will be required to answer a number of additional questions posed by the Unemployment Compensation Division. These questions have not been featured in this particular tutorial. At this stage you will need to choose whether or not you plan on hiring employees or not once more.
Step 32- Provide where the payroll records are to be kept and indicate the address to which to Unemployment Compensation payroll reports should be mailed.
Step 33- Answer the questions posed on the next two pages and, when prompted, supply the company website address if one exists.
Step 34- The State Tax Department will ask for an authorized name, date of filing and title of representative signing. Below that, the Secretary of State will have you entering your name, capacity and email address. Finally, enter your name and capacity to sign for the Unemployment Compensation Division before clicking Review Registration.
Step 35- The registration review will give you an opportunity to review and edit any information submitted thus far. When you’re sure that all is accurate, you may click Select payment option.
Step 36- Select your method of payment (credit card or ACH) and on the following page review the cost of filing before clicking Checkout.
Step 37- Submit your billing info and click Proceed to e-Pay.
Step 38- Before clicking Pay to officially submit your application, you will be required to provide your name, address and card information on this page. This step will mark the completion of the online filing process.
How to File (PDF)
Step 1- To register through a paper filing, both profit and non-profit entities will be required to download the Application for Certificate of Authority.
Step 2- Once open, provide the following information:
- 1a- Name of corporation in home state
- 1b- State and date of incorporation as well as the duration (perpetual or not)
- 1c- NAICS code
- 2- Address of principle office
- 3a- Corporate name to be used in West Virginia
- 3b- Designated office in West Virginia
- 3c- County of designated office
- 3d- Mailing address of designated office
- 4- Agent of service
- 5- Email address
- 6- Website address (if applicable)
- 7- Whether you own or operate more than one business in West Virginia and, if yes, how many and in how many counties
- 8a- Business purpose
- 8b- Whether business will elect to organize for purposes of a benefit corporation (profit only)
- 9- Whether business is a scrap metal dealer
- 10a- Whether profit or nonprofit
- 10b- Name, title and address for each officer/director
- 11- Whether corporation is veteran owned
- 12- Number of acres of land it expects to own in West Virginia
- 13a- Contact person name and phone number
- 13b- Name of individual signing the document
- 13c- Signature of incorporator and date of signing
Step 3- Once you’ve completed the application, print it off and supply the necessary signatures. You will then be able to attach to the form, a check made out to the West Virginia Secretary of State that covers the $100 or $50 filing fee. You must also provide a certificate of existence or like document that has been issued in your state of initial formation. Send all items once consolidated to the below address to be processed.
Secretary of State
Bldg. 1, Suite 157-K
1900 Kanawha Blvd. East
Charleston, WV 25305
Renewal– Corporations must renew each year with the Secretary of State in order to remain in good standing. Through the filing of an annual report, businesses are able to update the state authorities with any major structural changes that may have occurred over the course of the previous twelve months. All of these reports can be submitted online with the use of a Business 4 West Virginia account, a process that demands that filers pay a $25 fee by credit card. Paper filers will be required to pay the same fee only will be asked to do so by check made out to the West Virginia Secretary of State. The annual report PDF can be found here, and once completed, can be submitted to the below address. All annual reports are due by midnight on July 1st.
Secretary of State
Bldg. 1, Suite 157-K
1900 Kanawha Blvd. East
Charleston, WV 25305