Business Corporation Formation Filing Requirements in West Virginia
At a glance
| Governing law and formation record | West Virginia Business Corporation Act; file articles of incorporation with the Secretary of State (W. Va. Code §§ 31D-1-101, 31D-2-201 to -203) |
|---|---|
| Incorporator and signature | One or more persons; an incorporator signs before formation and states name and capacity. Seal, attestation, acknowledgment, and verification are optional; knowing material falsity is a misdemeanor (§§ 31D-1-120, -129; 31D-2-201) |
| Name, purpose, and duration | Name needs an allowed corporate designator and must be distinguishable; articles state a purpose, while lawful-business and perpetual-duration defaults apply unless limited (§§ 31D-2-202, 31D-3-301 to -302, 31D-4-401) |
| Agent, office, and addresses | Articles state principal-office mailing address and an email unless technically impossible. Registered office and agent are optional; current CD-1 also asks principal street/county and any WV business address (§§ 31D-2-202, 31D-5-501; CD-1) |
| Shares, classes, and par value | State authorized shares and par value per share or that all shares have no par value; multiple classes require counts, designations, and preferences/limits/rights before issuance (§§ 31D-2-202, 31D-6-601 to -602) |
| Directors and other disclosures | Each incorporator's name/address required; initial directors optional. CD-1 additionally asks purpose, principal locations, email, optional website/agent, acreage, and business-count screening; no owner or officer list in ordinary articles |
| Optional and restricted provisions | May add lawful management/power, bylaw, shareholder-liability, director-liability, and indemnification terms, subject to express fiduciary, bad-faith, unlawful-distribution, improper-benefit, and criminal-law limits (§ 31D-2-202(b)) |
| Method, fee, attachments, and effect | $100 base; One Stop online filing adds $1, while paper CD-1 requires one original. Effective on filing or delayed up to 90 days; form-specific attachments and excess-acreage fee apply when triggered (§§ 31D-1-123, 59-1-2; CD-1) |
| Initial report, publication, and follow-up | No formation publication or separate initial report. First $25 annual report is due by June 30 following the registration year; biennial election becomes available after 5 consecutive timely annual reports (§ 59-1-2a; CD-1) |
| Organization, officers, and bylaws | Named initial directors organize; otherwise incorporators elect directors and may use unanimous written consent. Organization appoints officers, adopts bylaws, and handles other business (§§ 31D-2-204 to -205, 31D-8-840) |
Requirements one by one
West Virginia requires more contact information than the basic model
West Virginia Code §§ 31D-1-101 and 31D-2-201 to -203 require articles of incorporation signed by one or more incorporators. The articles state the corporate name, authorized shares and par treatment, each incorporator's name and address, the purpose, the principal office's mailing address, and an email address unless compliance is technically impossible.
Under §§ 31D-1-120 and -129, an incorporator signs before formation and states the signer's name and capacity. A seal, attestation, acknowledgment, or verification may be included but is not mandatory. Knowingly signing a materially false filing carries the statute's misdemeanor penalty.
An agent is optional, but the principal office is not
West Virginia Code § 31D-5-501 says a corporation may maintain a registered office and agent, and § 31D-2-202 uses “if any” for both fields. Form CD-1 explains that if no agent of process is named, process goes to the principal-office address.
The current form operationally asks for the principal office's street address, county, and mailing address; any physical West Virginia place of business; and an email address. It also asks for an optional website, whether the filer owns or operates multiple West Virginia businesses, and the acreage held or expected to be held.
West Virginia requires a par-value choice
West Virginia Code §§ 31D-6-601 to -602 require the authorized share count and, for multiple classes, each class's designation, count, preferences, limitations, and relative rights before issuance. Section 31D-2-202 separately requires either par value per share or a statement that all shares are without par value.
The Secretary of State form is not mandatory under § 31D-1-121, and its stock box is drafted only for a share count and par value. A corporation using the statutory no-par route therefore needs articles that actually state that all shares are without par value rather than silently entering a zero value in a field designed for a different choice.
Online and paper routes have different totals
Section 59-1-2 sets a $100 fee for for-profit articles. The current Secretary of State page adds a $1 online-processing fee through the One Stop Business Portal; Form CD-1 uses the $100 paper fee and requires one original. The form also asks for an acreage figure and says an excess-acreage fee applies above 10,000 acres.
Under § 31D-1-123, the default is effectiveness at filing. Articles may instead state a later time on the filing date or a delayed date and time no more than 90 days after filing.
Organization depends on whether the articles name directors
West Virginia Code § 31D-2-204 assigns organization to the named initial directors, or to the incorporators if no directors are named. The incorporators elect directors and may act through a written consent signed by every incorporator. West Virginia Code §§ 31D-2-205 and 31D-8-840 cover the resulting initial bylaws and officers; organization also handles other corporation business.
The annual report starts after formation, not with it
West Virginia Code § 59-1-2a sets a $25 annual report due by June 30 after initial registration. Form CD-1 states the first report is filed in the year following the calendar year of registration. A corporation may elect $50 biennial reporting only after five consecutive timely annual reports and while in good standing. The formation filing requires no newspaper publication or separate initial report.
What trips people up
The articles must state a purpose even though §§ 31D-3-301 to -302 supply a lawful-business purpose and perpetual-duration default. Form CD-1 asks for the principal business activity in enough detail to coordinate registration with other state agencies and permits the description to conclude with a broad lawful-business clause.
West Virginia's corporate-name rule in § 31D-4-401 requires both an allowed designator and distinguishability on the Secretary of State's records. The public articles also disclose each incorporator, the principal-office and email information, and any optional initial directors; an owner or officer list is not part of ordinary articles.
Common questions
Must a West Virginia corporation name a registered agent?
No. The statute and current form make the agent optional. If the filing names one, the registered-office and agent information should match the statutory structure.
Can the articles authorize no-par shares?
Yes. Section 31D-2-202 expressly permits a statement that all shares are without par value, even though the current paper form's stock box is framed as a par-value calculation.
Must initial directors be listed?
No. Their names and addresses are optional. If they are omitted, the incorporators handle the organizational step and elect directors.
Is the first annual report filed with the articles?
No. The first report is part of the following reporting cycle and is due by June 30, not attached to the formation filing.
Statutes and sources
- West Virginia Code Chapter 31D and exact § 31D-2-204 — current official code text, accessed August 14, 2026.
- West Virginia Code §§ 59-1-2 and 59-1-2a — current official fee and reporting text, accessed August 14, 2026.
- West Virginia Secretary of State Form CD-1 and new-business page — current filing fields, delivery routes, and fees, accessed August 14, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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