Fill - Free fillable WEST VIRGINIA ARTICLES OF INCORPORATION (How to Start a Business) PDF form

Natalie E. Tennant

West Virginia Secretary of State

1900 Kanawha Blvd. East

Bldg. 1, Suite 157-K

Charleston, WV 25305

Penney Barker, Manager

Business & Licensing Division

Tel: (304)558-8000

Fax: (304)558-8381

Website: www.wvsos.com

E-mail: business@wvsos.com

Office Hours: Monday - Friday

8:30 a.m. - 5:00 p.m. EST

FILE ONE ORIGINAL

(Two if you want a filed stamped

copy returned to you.)

FILING FEE:

WEST VIRGINIA

ARTICLES OF INCORPORATION

$50 (profit)

$25 (non-profit)

* Fee Waived for Veteran-owned corporation

Control #

Form CD-1

Issued by the Office of the Secretary of State

Rev. 6/15

**** The undersigned, acting as incorporator(s) according to the West Virginia Code §31D-2-202, adopt the ****

following Articles of Incorporation for a West Virginia Domestic Corporation, which shall be perpetual.

1. The name of the West Virginia corporation shall be:

[See Section 1. of the attached instructions pertaining to name

requirements. This name is your official name and must be used in

its entirety when in use unless a Trade Name (DBA) is registered

with the Office of the Secretary of State, according to Chapter 47-8

of the West Virginia Code.]

2. The address of the principal office

of the corporation will be:

Located in the County of (required):

Street:

City:

Street:

State: Zip Code:

The mailing address of the above

location, if different, will be:

3. The physical address (not a PO Box)

of the principal place of business in

West Virginia, if any:

Zip Code:State:City:

Street:

Zip Code:State:City:

Located in the County of:

Street:

The mailing address of the above

location, if different, will be:

Zip Code:State:City:

4. The name and address of the person

(agent) to whom notice of process

may be sent, if any, will be:

Zip Code:State:City:

Street:

Name:

County:

CHECK BOX to indicate you've included one of the REQUIRED CORPORATE NAME ENDINGS (See instructions for name endings).

b. Will the incorporation elect to be organized for purposes as a “Benefit Corporation” per West Virginia Code §31F? ONLY

applicable to "FOR PROFIT" corporations; "NON-PROFIT" corporations CANNOT elect this status.

c. Is the business a Scrap Metal Dealer?

Rev. 6/15Issued by the Office of the Secretary of StateForm CD-1

WEST VIRGINIA ARTICLES OF INCORPORATION

Page 2

6. Website address of the business, if any (ex: yourdomainname.com):

8. The corporation is organized as (check one below):

FOR PROFIT

9. FOR PROFIT ONLY (capital stock must be issued for a profit corporation):

The total value of all authorized capital stock of the corporation will be $ .

(number of shares x $ value per share)

The capital stock will be divided into shares at the par value of $ per share.

(number of shares) ($ value)

10. a. The purpose for which this corporation is formed is as follows:

(Describe the type(s) of business activity which will be conducted, for example, “agricultural production of grain and poultry”, “construction of

residential and commercial buildings”, “manufacturing of food products”, “commercial painting”, “retail grocery and sale of beer and wine.” Purpose

may conclude with words “…including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia.”)

Yes

No [Proceed to 10c.]

5. E-mail address where business correspondence may be received:

NON-PROFIT, NON-STOCK [If you plan to apply for 501(c)(3) status with the IRS, you will need to include specific language

that is required by the IRS to be included in your Articles of Incorporation. Click here to complete the Articles of Incorporation with

Non-Profit IRS Attachment (Form CD-1NP

), instead of completing this application.]

b. Located in how many West Virginia counties? If "Yes"... a. How many businesses?

7. Do you own or operate more than one

business in West Virginia?

Yes No Decline to answer

* Answer a. and b. below.

Yes [If "Yes," you must complete the Scrap Metal Dealer Registration Form (Form SMD-1) and proceed to Section 11.]

No [Proceed to Section 11.]

Corporation will have NO MEMBERS.

Corporation will have MEMBERS (See *NOTE below.)

11. FOR NON-PROFIT ONLY (Check the statement thatapplies to your entity.):

*NOTE: If the corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of

incorporation and the manner of election or appointment and the qualifications and rights of the members of each class is to be set

forth in the articles of incorporation or bylaws. If this applies to your entity then you will need to attach a separate sheet listing the

above required information, unless it will fit in the space provided below.

[If "Yes," the corporation must be formed FOR PROFIT and the purpose(s) indicated in Section 10a. above must

include a "general public benefit" as set forth in §31F-3-301(a) of the West Virginia Code. Per §31F-1-102(c),

“general public benefit” means “a material positive impact on society and the environment taken as a whole, as

measured by a third-party standard, from the business and operations of a benefit corporation."].

Rev. 6/15Issued by the Office of the Secretary of StateForm CD-1

Page 3

WEST VIRGINIA ARTICLES OF INCORPORATION

12. The name(s) and address(es) of the incorporator(s) is (You must list at least ONE incorporator; attach additional pages if

necessary.):

Name Address City State Zip Code

14. The number of acres of land it holds or expects to hold in West Virginia is:

15. Contact and Signature Information* (See below Important Legal Notice Regarding Signature):

a. Contact person to reach in case there is a problem with filing:

b. Print name of person who is signing articles of incorporation:

Date:c. Signature of Incorporator:

*Important Legal Notice Regarding Signature: Per West Virginia Code §31D-1-129. Penalty for signing false document.

Any person who signs a document he or she knows is false in any material respect and knows that the document is to be delivered

to the secretary of state for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than one

thousand dollars or confined in the county or regional jail not more than one year, or both.

Important Note: This form is a public document. Please do NOT provide any personal identifiable information on this form

such as social security number, bank account numbers, credit card numbers, tax identification or driver's license numbers.

Phone:

13. Is the organization a "veteran-owned" organization?

Yes (If "Yes," attach Form DD214)

Per WV Code 59-1-2(j) effective July 1, 2015, the registration fee is waived for entities that meet the requirements as a "veteran-owned"

organization. See attached instructions to determine if the organization qualifies for this waiver. In addition, a "veteran-owned" entity will

have four (4) consecutive years of Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m)].

CHECK BOX indicating you have attached Veteran Affairs Form DD214

National Personnel Records Center

Military Personnel Records

1 Archives Drive

St. Louis, MO 63138

Toll free: 1-86-NARA-NARA or 1-866-272-6272

Phone: 314-801-0800

www.archives.gov/veterans/military-service-records

Effective JULY 1, 2015, to meet the requirements for a “veteran-owned” organization, the entity filing the registration must

meet the following criteria per West Virginia Code §59-1-2a:

1. A “veteran” must be honorably discharged or under honorable conditions, and

2. A “veteran-owned business” means a business that meets one of the following criteria:

o Is at least fifty-one percent (51%) unconditionally owned by one or more veterans; or

o In the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally owned by one or

more veterans.

You may obtain a copy

of your Veterans Affairs

Form DD214 by

contacting:

Reset Form

Print Form

click to sign

signature

click to edit

Rev. 6/15Issued by the Office of the Secretary of StateForm CD-1

INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION

BEFORE you fill out the application: The corporate name you select will be approved only if it is available - that is, if the name is not the same as and is

distinguishable from any other name which has been reserved or filed. If you prepare corporate papers without applying for and receiving a name reservation,

you do so at your own risk. A telephone check on availability of a name is NOT a guarantee the name will be available once we receive the application. You

may apply for a name reservation in writing, accompanied by a $15 fee payable to the Secretary of State, mailed to the address on the top of the application.

Once approved, the name will be held for 120 days.

Section 1. Enter the exact name of the corporation, and be sure to include one of the required terms, “corporation,” “company,” “incorporated,”

“limited,” or an abbreviation of one of these terms. Remember, the name that is on your certificate of incorporation is your official name and must be

used in its entirety when in use unless you file a trade name registration with the Office of the Secretary of State. Failure to do so could result in a fine or

imprisonment.

Section 2. The principal office may be located within West Virginia or another state. List the address of the principal office. You may change your

principal office address by filing with the Secretary of State an application to appoint or change address, agent or officers [Form AAO] (fee $15).

Section 3. A West Virginia domestic corporation may have a physical location as the principal place of business within the state. Give the street

address, city, zip and county in WV, if any. You may change your principal office address by filing with the Secretary of State an application to appoint or

change address, agent or officers [Form AAO] (fee $15).

Section 4. Unless you name a person or business as “agent of process” who can receive service of a summons or complaint, legal process will go to the

address listed in #2. You may change “agent of process” by filing with the Secretary of State an application to appoint or change address, agent or officers

[Form AAO] (fee $15).

Section 5. List an e-mail address (yourname@domainname.com) where you can receive important e-mail notifications (e.g., Annual Report notices).

Section 6. List the website address (domainname.com) of the business, if any. DO NOT list a physical mailing address.

Section 7. Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...

a. List the total number of businesses in West Virginia in the space provided.

b. List the total number of counties in West Virginia in which the businesses conduct operations.

Section 8. In a non-profit corporation, no funds of the corporation may be distributed to members, directors or officers. Non-profit status will not be

granted by the Tax Department until IRS 501(c) status is approved. If you plan to apply for 501(c)(3) status with the IRS, you will need to include

specific language required by the IRS to be included in your Articles of Incorporation. That required language statement is provided as an attachment to the

Form CD-1NP application [see last page of the document]. Be sure to include this attachment when submitting your Articles of Incorporation if this applies to

your entity. In a for-profit corporation, the the assets and profits of the corporation “belong to” the shareholders, and can be distributed to them. Check the

appropriate box.

Section 9. When a for-profit corporation is formed, this statement sets the total value of all authorized capital stock, and how it is divided into shares.

(Calculation example: 100 shares x $10 per share = $1,000 total value.) It does not necessarily reflect the money put into the corporation. The number of

shares must be listed, but may be increased later.

Section 10. a. It is important to describe the purpose(s) [i.e., principal activity(ies) to be conducted by the business] of the corporation clearly to insure

you receive all the necessary information about registering with the required state agencies. Attach an additional page if necessary.

b. If “No,” proceed to Section 10c.If “Yes,” and the FOR PROFIT incorporation elects to be organized for purposes as a “Benefit

Corporation,” per West Virginia Code §31F-3-301 (NON-PROFIT corporations CANNOT elect this status), the purpose listed in Section 10a. above must

clearly state as one of its purposes the purpose of creating a “general public benefit.” You must indicate as one of its purposes stated in Section 10a. above

the purpose of creating a “general public benefit” as set forth in §31F-3-301(a) of the West Virginia Code. A “general public benefit” means “a material

positive impact on society and the environment taken as a whole, as measured by a third-party standard, from the business and operations of a benefit

corporation,” [see West Virginia Code §31F-1-102(c)]. This purpose is in addition to its principal business purpose stated under §31D-3-302 of the West

Virginia Code. It may also identify one or more “specific public benefits” that it is the purpose of the corporation to create. Per West Virginia Code

§31F-1-102(e) “specific public benefit” means “a benefit that serves one or more public welfare, religious, charitable, scientific, literary or educational

purposes, or other purposes or benefit beyond the strict interest of the shareholders of the benefit corporation, including:

(1) Providing low-income or under served individuals or communities with beneficial products or services;

(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;

(3) Preserving or improving the environment;

(4) Improving human health;

(5) Promoting the arts, sciences or advancement of knowledge;

(6) Increasing the flow of capital to entities with a public benefit purpose; and

(7) Conferring any other particular benefit on society or the environment.”

c. If the business activities include “Scrap Metal Dealer”, check “Yes” and complete the Scrap Metal Dealer Registration Form (Form

SMD-1) [per revised West Virginia Business Code §61-3-49-(b)(4)] and submit with your application. Proceed to Section 11. If “No,” proceed to Section 11.

Rev. 6/15Issued by the Office of the Secretary of StateForm CD-1

Section 11. Only those forming a non-profit entity would complete this section. Attach additional pages, if necessary.

Section 12. The incorporators (one or more persons or a domestic or foreign corporation) are the persons who set up the corporation. They need not

own shares in nor run the corporation.

Section 13. Check the appropriate box indicating whether or not the organization is "veteran-owned." Effective JULY 1, 2015, the following criteria

must be met in order to qualify as a "veteran-owned" entity: (1) veteran must be "honorably discharged or under honorable conditions;" and (2) if a publicly-

owned entity, at least fifty-one per cent (51%) of the stock must be unconditionally owned by one or more veterans [see WV Code 59-1-2a(12)-(13)(A)(B)

If "Yes," you must provide proof of veteran status by including with this application a copy of your Veteran Affairs Form DD214.

Section 14. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must

submit a fee of 5¢ for each acre over 10,000.

Section 15. AN INCORPORATOR MUST SIGN THE APPLICATION. Listing a contact person and phone number is optional, however listing a

person to contact in case of a problem with filing may help to speed the filing process along and avoid possible rejection of the document.

West Virginia Code §31F-5-501

requires every “benefit corporation,” as described in Section 9b. above, to prepare an annual benefit

report (separate and unrelated to the Secretary of State Annual Report referenced above) made available annually to each shareholder of the benefit

corporation. See West Virginia Code §31F-5-501

for further information regarding the “Annual Benefit Report.”

FILING THE ARTICLES - ONE ORIGINAL REQUIRED - AND PAYING THE FEE

Send an additional original if you want a filed date-stamped copy returned to you at no additional cost.

The filing fee will consist of paying a registration fee and excess acreage fee, if applicable.

If requesting a certified copy, an additional fee of $15 per certified copy requested is required.

For Profit Corporations - $50

Non-Profit Corporations - $25

* Veteran-owned entity registration FEE WAIVED - $0

Registration fee* _______________ [Registration fee is waived for "veteran-owned" entity effective July 1, 2015 per WV Code

59-1-2(j); Be sure to attach the veteran proof of status Veteran Affairs Form DD214

Excess Acreage fee: +_______________ when claiming "veteran-owned" status.]

$15 per certified copy: +_______________

Total fee: =_______________

**** Make your checks payable to West Virginia Secretary of State. ****

TEXT ALERTS: Stay up-to-date regarding filing deadlines and changes to business, charity, notary, private investigation, and security guard laws. To sign

up, go to www. wvsos.com and click on the Business and Licensing category link. On the Business and Licensing page, scroll down and click on the Click

Here To Sign Up For Text Alerts From The West Virginia Secretary Of State's Office link. Next, under the heading, “Choose SMS Subscription,” click the

down arrow and select “Business and Licensing.” Then enter your ten-digit mobile phone number and your cellular carrier. Click Subscribe. This will allow

you to get important information delivered right to your mobile phone. Please note, standard text messaging rates apply and you may unsubscribe at any time.

CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be required.

Contact our office for more information or visit our website at www.wvsos.com.

DISSOLUTION: A corporation is a legal entity which can only be dissolved through formal action by filing the necessary documents for dissolution - not by

a letter or phone call. You remain liable for all taxes, assessments, fines, penalties and interest until you receive a certificate of dissolution from the Secretary

of State. Contact us for more information.

ANNUAL REPORT NOTICE:

West Virginia Code 59-1-2a. requires every corporation (both for profit and non-profit) to file an annual report and pay the annual report

filing fee between January 1 and July 1 of each year following the calendar year in which the business was registered with the Office of the Secretary

of State. The $25 annual report fee is waived for Veteran-owned entities for the following four (4) years after initial formation [see West Virginia

Code 59-1-2a(m)]. Failure to file may result in revocation of the organization's legal authority to transact business in the state. Notification of the

filing requirement will be sent, but the company is responsible for filing the annual report as required by West Virginia Code. You may file the

annual report online at www.business4wv.com. You must register a User Account Login ID and Password to create a personal “Filing Cabinet” to file

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