Form a West Virginia Corporation

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Incorporating in West Virginia

Incorporating a West Virginia corporation can be vital to businesses based of West Virginia. At LawInc, we prepare your West Virginia corporation Articles of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your West Virginia corporation Tax ID number and file your West Virginia S corporation election with the IRS.

West Virginia Incorporation Information

The following West Virginia incorporation information will likely be helpful when deciding to incorporate in West Virginia.

West Virginia Corporation Name

The first step in forming a West Virginia corporation is selecting the business name. West Virginia corporation names:

• Must contain the word “Corporation,” “Incorporated,” “Company” or “Limited” or the abbreviation “Corp.,” “Inc.,” “Co.,” or “Ltd.”
• Must be distinguishable from any name of record with the Secretary of State.

An available West Virginia corporation name may be reserved with the West Virginia Secretary of State for a 120 day period.

LawInc.com permits you to choose up to three names and will conduct a name search for your West Virginia corporation, prior to filing.

West Virginia Corporation Formation

West Virginia Filing Procedure: To incorporate in West Virginia, you must file West Virginia Articles of Incorporation with the West Virginia Secretary of State.

West Virginia Corporation Articles of Incorporation: The West Virginia Articles of incorporation should include:

• Name of the West Virginia corporation.
• Principal office address of the West Virginia corporation.
• Mailing address of the West Virginia corporation (if different).
• The physical address (not a PO box) of the principal place of business in West Virginia, if any.
• The name and address of the registered agent.
• The value of all of the stock of the corporation.
• The number of shares and par value of the shares.
• The purpose of the West Virginia corporation.
• Name and address of each West Virginia corporation incorporator.

West Virginia Corporation Filing Fee: $50 filing fee for the Articles of Incorporation, plus excess acreage fee (if applicable – 5¢ for each acre over 10,000 owned by the corporation).

West Virginia Corporation Incorporator: Minimum number of incorporators is one (1) (person or entity) and there is no requirement that an incorporator be a resident of West Virginia.

West Virginia Corporation Directors: The minimum number of directors is one (1).

West Virginia Corporation 1244 Stock: Election to have stock classified as IRC Section 1244 stock allows for a substantially larger application of the deduction from business losses to ordinary income than regular stock. With regular stock, you can only offset $3,000 against ordinary income. With the issuance of Section 1244 Stock, the corporation can claim an ordinary loss deduction of as much $100,000.

West Virginia Registered Agent: When incorporating in West Virginia, a West Virginia corporation must maintain a registered agent and office to receive service of process in West Virginia. The West Virginia registered agent should be available, at a West Virginia physical address, during normal business hours to accept important legal and tax documents on behalf of the West Virginia corporation. The registered agent can either be (1) an individual with a physical West Virginia address or (2) a corporation authorized to serve as registered agent.

West Virginia Corporation Post-Filing Requirements

Application for Business Registration: Within 30 days after incorporation and starting operations in West Virginia, submit to the West Virginia State Tax Department an Application for Business Registration.

West Virginia Corporation Annual Report: West Virginia corporations must file an West Virginia Corporation Annual report which is due by June 30th, starting the second year of incorporation. The fee is $25. The late fee is $125. To file and pay online, visit https://www.business4wv.com/b4wvpublic.

West Virginia Corporate Minutes: West Virginia corporations should hold and document annual shareholder and director meetings.

West Virginia Corporation Taxes

West Virginia Corporation Taxes: West Virginia’s corporate net income tax rate is 7.75%. West Virginia corporations must also pay a WV Business Franchise Tax which is based on the corporations taxable capital. The franchise tax rate is currently .27%. There is a minimum $50 on the franchise tax. Many local municipalities have a Business and Occupation Tax that can be up to 1% of gross revenues. West Virginia personal income tax rates range from 3% – 6.5%

West Virginia C Corporation: When incorporating in West Virginia, all West Virginia corporations formed by default are “C” corporations. A West Virginia C corporation is a West Virginia corporation that has not made an election to be an “S” corporation. The term C corporation is specifically used because the entity is taxed under subsection C of the IRS code. West Virginia C corporations are taxed at two levels (“double taxation”). This means that the corporation itself pays its own tax when it makes money (the first tax). The owners or shareholders are then taxed again when they are paid a salary or dividend by the corporation (the second tax). Despite double taxation, West Virginia C corporations offer many planning and benefit opportunities.

West Virginia S Corporation: A West Virginia S corporation is a corporation that has made an election with the IRS to be treated for tax purposes as a “pass-through entity.” This means that corporate profits and losses are passed through to the shareholders (owners) who report them on their own personal tax returns and pay the tax at the individual level. The corporation pays no federal income tax at the corporate level. West Virginia S corporations are not subject to the double taxation C corporations encounter. The State of West Virginia recognizes S corporation status.

These are the 3 main advantages of forming a West Virginia S corporation:

1. No double taxation: One of the main advantages of West Virginia S corporation status is that it avoids the double taxation that occurs with a regular West Virginia C corporation. In a West Virginia C corporation, the corporation pays income tax on its profits and, if those profits are distributed to shareholders, the shareholders pay income tax on the distribution.
2. Loss deductions: The availability of losses. Shareholders of a West Virginia S corporation generally may deduct their share of the corporation’s net operating loss on their individual tax returns in the year the loss occurs. Losses of a West Virginia C corporation, however, may offset only the corporation’s earnings.
3. Self-employment tax savings: By electing S corporation status, only the earnings actually paid out to you as salary are subject to payroll taxes; money left in the business is not subject to payroll taxes or self-employment tax. All income passes through, but its tax status depends on whether it is classified as salary or ordinary income.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. When incorporating in West Virginia, West Virginia corporations should obtain an EIN. The federal taxpayer identification number of the corporation should be included in the Articles of Incorporation. However, the failure to include the number will not cause the Secretary of State to reject the Articles of Incorporation for filing.

West Virginia Corporation Dissolution

West Virginia Corporation State Dissolution Requirements: A West Virginia corporation can be voluntarily dissolved by filing Articles of Dissolution of a Voluntary Dissolution of a WV Corporation. Corporations that were formed and never commenced business and/or issued shares, file the Articles of Dissolution of a Corporation Never Commencing Business. The fee to dissolve a West Virginia corporation is $25.

West Virginia Corporation Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return. Final state tax returns may also need to be filed. Follow up with an accountant regarding all tax related requirements.