West Virginia: Business Corporation Formation Filing Requirements

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.