West Virginia: Corporation Charter Amendment and Legal-Name-Change Requirements
The short answer
After shares issue, a West Virginia corporation ordinarily needs board adoption, a board recommendation or disclosed reason for withholding one, notice to every shareholder, and approval at a meeting where a majority-vote quorum exists and votes for the amendment exceed votes against it. Before shares issue, the board—or the incorporators if there is no board—may amend without shareholders. The filing fee is $25, online filing adds $1, and effectiveness may be delayed no later than the ninetieth day after filing.
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This is the general rule in West Virginia. Ask about your specific facts and see which parts of current West Virginia law apply, with citations to the statutes.
| Governing law, document, entity, and scope | West Virginia Business Corporation Act, W. Va. Code ch. 31D; ordinary domestic corporation files articles of amendment with Secretary of State (§ 31D-1-101; §§ 31D-10-1001 to -1009) |
|---|---|
| Amendable provisions and name-change boundary | May add/change a currently required or permitted article provision or delete a nonrequired one. General legal-name change uses ordinary approval; board alone may swap an approved designator or add/delete/change geographic attribution (§§ 31D-10-1001, -1005(5)) |
| Authority before shares issue | Before any shares issue: board, or incorporators if no board. Default board act is majority present at a majority quorum; written board consent is unanimous (§ 31D-10-1002; § 31D-8-821; § 31D-8-824) |
| Board proposal, recommendation, and abandonment | After issuance, board adopts, recommends, and submits; conflict/special-circumstance exception requires disclosed basis. Board may condition submission; amendment chapter states no express postapproval abandonment route (§ 31D-10-1003) |
| Shareholder notice, consent, quorum, and vote | Amendment-meeting notice to every shareholder, with amendment, 10–60 days before meeting. Default quorum is majority of entitled votes; votes for must exceed votes against. Written consent requires all entitled shareholders within 60 days; nonvoting holders receive 10-day advance notice when required (§§ 31D-7-704 to -705, -725; 31D-10-1003) |
| Class, series, nonvoting shares, and appraisal | Affected class/series votes separately even if otherwise nonvoting; similarly affected groups may vote together. Appraisal covers a fractional-share repurchase amendment or another amendment if articles, bylaws, or board resolution grants it, subject to listed-share and other limits (§ 31D-10-1004; § 31D-13-1302) |
| Board-only, agent, correction, and bylaw routes | Board-only amendments are limited to listed cleanups, one-class share changes, designator/geographic name edits, and authorized class/series actions. Agent/office change and correction use separate filings; bylaws use their own route (§§ 31D-10-1005, -1020; 31D-1-124; 31D-5-502) |
| Contents, signer, fee, and effective time | State name, amendment text, implementation terms if needed, adoption date, and approval recital. Board chair, president, other officer, or qualifying incorporator signs; no seal/notary required. $25, plus $1 online; filing or stated time/date within 90 days (§§ 31D-1-120, -123; 31D-10-1006; 59-1-2; SOS) |
| Restatement, publication, and name follow-up | Board may consolidate into restated articles; new amendments follow normal approval and duly filed restatement supersedes prior articles. No ordinary statewide publication/proof filing; former-name proceedings continue (§ 31D-10-1007; § 31D-10-1009) |
| Special-entity and disputed-change boundaries | Ordinary private Chapter 31D corporation only. Professional, benefit, nonprofit, public, regulated, foreign, securities, tax, transaction, fiduciary, and disputed-right consequences are separate; 2026 accounting-corporation designator amendment does not change this ordinary route |
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Requirements one by one
West Virginia separates pre-share and post-share authority
W. Va. Code § 31D-1-101 names Chapter 31D the West Virginia Business
Corporation Act. W. Va. Code § 31D-10-1001 permits a currently required or
permitted article provision to be added or changed and a nonrequired provision
to be deleted.
Before shares issue, W. Va. Code § 31D-10-1002 lets the board act, or the
incorporators act if there is no board. Board action ordinarily follows the
quorum and majority-present rule in W. Va. Code § 31D-8-824; written board
action requires every director under W. Va. Code § 31D-8-821.
After shares issue, W. Va. Code § 31D-10-1003 requires the board to adopt and
ordinarily submit the amendment to shareholders. The board must recommend
approval unless conflict or special circumstances justify withholding the
recommendation, and it must disclose that basis. The board may condition its
submission. The amendment chapter states no separate postapproval abandonment
route.
Shareholder written consent is unanimous
The amendment-meeting notice goes to every shareholder, including a holder
without a vote, and contains or accompanies the amendment. W. Va. Code
§ 31D-7-705 supplies the 10-to-60-day meeting-notice window. The amendment
requires a majority of votes entitled to be cast for its quorum, and W. Va.
Code § 31D-7-725 approves it when votes cast for exceed votes cast against,
unless the Act, articles, or a valid board condition requires more.
West Virginia's written-consent route is narrower than the charter-enabled
less-than-unanimous route used in some Model Act states. W. Va. Code
§ 31D-7-704 requires all shareholders entitled to vote to sign within 60 days.
When the Act requires notice to nonvoting holders, they receive written notice
at least 10 days before the unanimous-consent action.
Class votes and appraisal are separate questions
W. Va. Code § 31D-10-1004 gives an affected class or series a separate voting
group for listed changes to exchanges, rights, preferences, distributions,
dissolution priority, or preemptive rights. The right applies even when the
articles otherwise call the shares nonvoting. Similarly affected groups vote
together unless the articles or board require separate treatment.
W. Va. Code § 31D-13-1302 does not give appraisal for every amendment. It
covers an amendment reducing a holder to a fractional share the corporation
may or must repurchase, plus another amendment only when the articles, bylaws,
or board resolution grants appraisal. Market and preferred-share limits can
change that result.
A general legal-name change uses the ordinary route
W. Va. Code § 31D-10-1005 lists the narrow post-share amendments a board may
adopt without shareholders unless the articles say otherwise. The name
shortcut permits substitution among approved corporate designators or adding,
deleting, or changing a geographic attribution. A general new legal name is
outside that shortcut and follows the ordinary approval route.
The filed articles preserve the approval record
W. Va. Code § 31D-10-1006 requires the corporation's name, amendment text,
implementation provisions for an exchange or reclassification when needed,
the adoption date, and the correct approval recital. W. Va. Code
§ 31D-1-120 authorizes the board chair, president, another officer, or a
qualifying incorporator to sign and requires the signer's name and capacity.
A seal, attestation, acknowledgment, and verification are optional.
W. Va. Code § 59-1-2 and the current Secretary of State page set the filing at
$25. Online filing through One Stop adds $1; paper Form CD-2 requires one
original. W. Va. Code § 31D-1-123 permits effectiveness on filing, later that
day, or at a delayed time and date no later than the ninetieth day after filing.
What trips people up
A registered-agent or registered-office change uses the statement in W. Va.
Code § 31D-5-502. Articles of correction under W. Va. Code § 31D-1-124 are
limited to an inaccuracy, defective execution, or defective electronic
transmission; they do not replace substantive amendment approval. Bylaws use
their separate board-or-shareholder route under W. Va. Code § 31D-10-1020.
W. Va. Code § 31D-10-1007 lets the board consolidate existing amendments into
restated articles, but a new amendment inside the restatement still follows
the ordinary approval rule. Duly filed restated articles supersede the earlier
articles and amendments. The ordinary amendment scheme adds no statewide
publication or proof filing. Under W. Va. Code § 31D-10-1009, a name change
does not abate a proceeding brought by or against the corporation in its former
name.
The 2026 accounting-corporation legislation changes a separate professional
designator rule. It does not change the Chapter 31D procedure for an ordinary
private business corporation.
Common questions
Must nonvoting shareholders receive the amendment-meeting notice?
Yes. The amendment-specific rule requires notice to every shareholder and a
copy of the amendment, whether or not the holder may vote.
Can the articles authorize less-than-unanimous written consent?
The cited West Virginia written-consent statute does not provide that option.
It requires all shareholders entitled to vote to sign within the 60-day period.
Can the board change only “Inc.” to “Corporation”?
Yes, unless the articles provide otherwise. That is one of the narrow listed
board-only name changes. A general change to a different legal name follows the
ordinary shareholder route.
Does a name change end a proceeding under the old name?
No. The statute expressly says a name change does not abate a proceeding
brought by or against the corporation in its former name.
Statutes and sources
- W. Va. Code §§ 31D-10-1001 to -1009 and -1020 — amendment authority,
approval, voting groups, board-only changes, contents, restatement, effect,
and bylaws. Official Chapter 31D
(accessed 2026-08-15). - W. Va. Code §§ 31D-7-704 to -705, -725, 31D-8-821, and -824 —
shareholder consent, notice, votes-cast approval, and board action. Official
§ 31D-7-704 and §
31D-8-824 (accessed 2026-08-15). - W. Va. Code § 31D-13-1302 — amendment-related appraisal rights and
exceptions. Official section
(accessed 2026-08-15). - W. Va. Code §§ 31D-1-120, -123 to -124, and 31D-5-502 — signer,
effective time, correction, and agent or office change. Official Chapter
31D (accessed 2026-08-15). - W. Va. Code § 59-1-2 — amendment, correction, name-change, and amending-
restatement filing fees. Official section
(accessed 2026-08-15). - West Virginia Secretary of State, Amendments and Corrections and Form
CD-2 — online and paper routes, current fees, filing fields, and July 2026
form. Official filing page
and official form (accessed
2026-08-15).
Source links
Every statute quoted above, linked, with the date we checked it.
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