Corporation Registered-Agent Change and Resignation Requirements in West Virginia

At a glance

Requirements one by one

Governing law, entity, agent, and scope

W. Va. Code § 31D-1-101 names Chapter 31D the West Virginia Business Corporation Act. Section 31D-1-150(4) limits the domestic-corporation definition used here to a West Virginia for-profit corporation; Article 5 supplies the agent, office, change, resignation, and service rules.

Continuous agent and office; eligibility

West Virginia is an outlier because § 31D-5-501 says a corporation “may continuously maintain” the registered office and agent rather than requiring both. If the corporation uses them, the agent may be a West Virginia-resident individual, a domestic corporation or nonprofit corporation, or an authorized foreign corporation or nonprofit corporation. In every listed category, the agent's business office is identical with the registered office.

Section 31D-1-150(19) defines the registered office as the registered agent's address. Article 5 states no commercial-agent listing, fixed business-hours window, age minimum, or professional-license condition.

Corporation change authority and internal approval

Under § 31D-5-502(a), the corporation delivers the statement of change. General filing rule § 31D-1-120(d)-(e) permits execution by the board chair, president, another officer, a qualifying incorporator before directors are selected, or a receiver, trustee, or other court-appointed fiduciary. The signer states a name and capacity.

The change section contains no board-resolution recital or separate shareholder- approval condition. Articles, bylaws, delegated authority, and internal disputes remain separate from whether the filing satisfies the public-record statute.

Statement contents, signer, consent, and filing

The § 31D-5-502 statement identifies the corporation, current registered office and agent, and each proposed new office or agent. A new agent's written consent must appear on the statement or be attached. The statement also declares that the post-change mailing addresses of the registered office and agent's business office will be identical.

Section 31D-1-120(f) permits electronic delivery when the Secretary of State allows it and permits the agency to require a paper copy. Seal, attestation, acknowledgment, and verification are optional under § 31D-1-120(e). Current Form AAO operationally asks for the company's prior record information, current and new agent, new agent signature, and filer name, capacity, signature, and date.

Registered-office and agent-office address rules

For an office change, § 31D-5-502(a)(3) asks for a street address or description of physical location. The same filing states that the registered-office and agent-business-office mailing addresses will be identical. Section 31D-5-501 allows the registered office to be the same as a corporate place of business, but it is not the same statutory item as the principal office.

The statute does not use a blanket “no P.O. box” sentence. Its physical-location field and identical-mailing-address declaration should be followed as written, together with the current agency form and record.

Agent-initiated, bulk, and commercial-agent changes

Section 31D-5-502(b) gives the incumbent agent a separate address-move route. The agent first notifies the corporation in writing, then manually or by facsimile signs a compliant statement that recites the notice. That filing changes the registered-office mailing address for the represented corporation.

Article 5 does not create a commercial-agent list, mass update, agent-name change, entity-type change, or jurisdiction-change filing. An agent representing several corporations should not assume the statute turns one statement into a bulk update.

Agent resignation, notice, delay, and successor gap

Under § 31D-5-503, the agent signs and files a statement of resignation and may also state that the registered office is discontinued. The Secretary of State, not the resigning-agent subsection, mails the filed statement to the corporation's principal office.

The appointment and any stated office discontinuance end on the thirty-first day after filing. Unlike statutes that accelerate resignation when a successor is appointed, § 31D-5-503 states only that fixed day-31 endpoint. Current Form RRA-1 asks whether the office continues or is discontinued and charges $15.

Effective time, fee, report, and correction routes

Under § 31D-1-123, an accepted filing ordinarily takes effect at filing or at a specified time that day. A document may state a delayed effective time and date, but no later than the ninetieth day after filing. The resignation section's own day-31 rule controls termination of the appointment.

W. Va. Code § 59-1-2(a)(3) and the current Secretary of State page set a $15 agent/address change fee. Forms AAO and RRA-1 each state $15. Their order pages list no-cost standard processing and optional $25 same-day or next-business-day, $250 two-hour, and $500 one-hour expedite service; § 59-1-2(k) caps an expedited fee at $500.

The annual or elected biennial report under § 59-1-2a(d) separately includes the name and mailing address of the person on whom process may be served. The statute does not say that reporting different information has the same statement-of- change effect found in some states, so this page does not treat the report as a substitute for § 31D-5-502. Articles of correction under § 31D-1-124 generally relate back, except against a person who relied adversely on the uncorrected record.

What trips people up

Optional appointment does not mean an appointment can be allowed to drift out of date. Section 31D-14-1420(a)(2) makes failure to notify the Secretary of State within 60 days of an agent or office change, agent resignation, or office discontinuance a ground for administrative dissolution. The provision is framed around the unreported event, not a general failure to maintain the optional office or agent.

The agency must give certified-mail notice under § 31D-14-1421. The corporation then has 60 days after service is perfected to cure or disprove every ground before the Secretary of State files a certificate of administrative dissolution. Administrative dissolution does not itself terminate the registered agent's authority, and reinstatement is a separate two-year procedure.

Common questions

Can the corporation appoint itself as registered agent?

Section 31D-5-501 lists a domestic corporation as an eligible agent and does not exclude the represented corporation. The corporation still must satisfy the business-office identity rule and properly record the appointment.

Does appointing a replacement end the old agent's resignation period early?

No acceleration appears in § 31D-5-503. The appointment terminates on the thirty-first day after the resignation statement was filed.

How is the corporation served when no private agent is listed or reachable?

Section 31D-5-504(b) permits registered or certified mail to the corporate secretary at the principal office, perfected at the earliest of receipt, a signed return receipt, or five days after proper mailing. Subsection (c) also makes the Secretary of State an automatic attorney-in-fact for service, with an original plus two copies per defendant, the statutory fees, forwarding steps, and a ten-day-before-return-day limit. Other lawful service methods remain available.

Statutes and sources

• W. Va. Code §§ 31D-1-101, -120, -123 to -124, and -150 — Act scope, signer, delivery, effective time, correction, and definitions. Official article (accessed August 23, 2026).
• W. Va. Code §§ 31D-5-501 to -504 — optional agent and office, eligibility, corporation and agent changes, resignation, and service. Official article (accessed August 23, 2026).
• W. Va. Code §§ 31D-14-1420 to -1421 — reporting default, notice, cure, and administrative dissolution. Official article (accessed August 23, 2026).
• W. Va. Code §§ 59-1-2 to -2a — change, service, expedite, and reporting provisions. Official fee section and official report section (accessed August 23, 2026).
• West Virginia Secretary of State — current $15 change page, Form AAO, and Form RRA-1 (accessed August 23, 2026).