West Virginia: Corporation Reinstatement and Revival Requirements

Requirements one by one

Confirm the dissolution qualifies

West Virginia's administrative route covers a domestic corporation dissolved
under § 31D-14-1421. Section 31D-14-1420 lists the grounds: a 60-day payment
default; a 60-day failure to report a registered-agent or registered-office
change, resignation, or discontinuance; expiration of the stated duration; loss
of a professional license required for continued operation; an employment-
program default; or a material misrepresentation in a filed record.

The Secretary of State first sends certified-mail notice. The corporation has
60 days after service to correct each ground or show that it does not exist.
Only then may the agency file the administrative-dissolution certificate. This
survey does not treat a voluntary or judicial dissolution as eligible for the
same application.

File within two years with tax clearance

Section 31D-14-1422 sets the outside deadline at two years after the effective
administrative-dissolution date. The application must recite the corporation's
name and dissolution date, state that every ground did not exist or has been
eliminated, state that the name satisfies § 31D-4-401, and contain a Tax
Commissioner certificate that all corporation taxes have been paid.

The current Form CO-LP-RE implements that certificate requirement with a West
Virginia State Tax Division Letter of Good Standing. The packet warns that the
application will be rejected if the letter or a copy is not attached.

Bring reports and charges current

The packet also requires a signed current report, all missing report fees, and
the related late fees. Section 31D-1-120(g) separately requires payment or an
accepted payment arrangement for the filing fee and any franchise tax, license
fee, or penalty required by law when the document is delivered.

Current § 59-1-2a, effective July 1, 2026, sets a $25 annual report fee and a
$50 fee after a qualifying biennial-report election. It sets corresponding
$50 annual and $100 biennial late fees and makes the precise deadline 11:59
p.m. June 30. The currently published reinstatement packet still speaks only of
annual reports and says they are due by July 1. Use the statute and the live
entity record to identify the reports and charges actually outstanding; do not
treat the packet's annual-only language as eliminating the new statutory
biennial system.

Check both the name and registered-agent record

Section 31D-4-401 requires a corporate designator, bars wording that implies an
unauthorized purpose, and generally requires the name to be distinguishable on
the Secretary of State's records. A conflicting name may be used if the other
corporation gives written consent and undertakes a satisfactory name change, or
if the applicant delivers a certified final judgment establishing its right to
the name. The statute also provides merger, reorganization, and asset-
acquisition routes described in subsection (d).

An agent or registered-office defect must also be eliminated when it caused the
dissolution. Administrative dissolution itself does not terminate the existing
agent's authority, so confirm the live record before filing a separate change.

Use an authorized signer without inventing notarization

Under § 31D-1-120, the board chair, president, or another officer executes a
corporate filing. A receiver, trustee, or other court-appointed fiduciary signs
when the corporation is in that fiduciary's hands. The signer supplies a name
and capacity.

The statute says the filing may contain a seal, attestation, acknowledgment, or
verification; it does not make any of them mandatory. Neither the reinstatement
statute nor the current packet adds a notary requirement.

Submit the packet and choose any expedite tier

The current packet directs the filer to mail the original application, signed
report, Tax Division letter, and payment to a Secretary of State Business
Center. Its in-person same-day option also supports delivery at a Business
Center. It does not identify a corporation-reinstatement portal route, so this
page does not claim online submission is available.

The fixed application fee is $25. Standard processing is listed as five to ten
business days with no added charge. Optional in-person same-day or next-
business-day service adds $25, two-hour service adds $250, and one-hour service
adds $500. Section 59-1-2(k) authorizes expedited charges up to $500, and the
packet does not list reinstatement among the excluded filing types.

Understand relation back and the appeal route

When reinstatement becomes effective, § 31D-14-1422(c) makes it relate back to
the effective dissolution date and lets the corporation resume business as if
the administrative dissolution never occurred. Unlike some states'
reinstatement statutes, this section does not state a separate exception for a
third party that relied on dissolution.

If the Secretary of State denies the application, § 31D-14-1423 permits an
appeal to circuit court within 30 days after service of the denial notice. The
petition attaches the dissolution certificate, reinstatement application, and
denial notice.

What trips people up

• Tax clearance is an attachment, not just a payment statement. Obtain and
  attach the Tax Division Letter of Good Standing before submitting the packet.
• Two years is the statutory filing limit. Section 31D-14-1422 does not
  authorize an ordinary administrative application after that period.
• The $25 application fee is not the whole balance. Reports, late fees,
  taxes, and any other cure charges remain separate.
• The current form predates the annual/biennial transition. Section
  59-1-2a's July 1, 2026 amendments control the filing cycle and June 30
  deadline even though the packet still uses annual-only wording.
• Relation back is not a universal cure. The statute restores corporate
  continuity but does not decide a separate license, contract, lawsuit,
  limitations, tax, financing, or personal-liability dispute.

Common questions

Can a West Virginia corporation apply after two years? Section
31D-14-1422 does not provide an ordinary Secretary of State reinstatement
application after two years from the effective dissolution date.

Does the application need to be notarized? No. Section 31D-1-120 permits
an acknowledgment or verification but does not require one, and Form CO-LP-RE
does not add notarization.

Is the Letter of Good Standing optional if the taxes were paid? No. The
reinstatement statute requires the Tax Commissioner certificate, and the packet
states that an application without the Tax Division letter will be rejected.

What happens if reinstatement is denied? The corporation may petition the
circuit court within 30 days after service, attaching the records specified in
§ 31D-14-1423.

Statutes and sources

• W. Va. Code §§ 31D-14-1420 to -1423 — eligible grounds, notice and cure,
  two-year application, contents, tax certificate, relation back, and denial
  appeal. Official Article 31D-14
  (accessed 2026-08-02).
• W. Va. Code § 31D-1-120 — authorized corporate and fiduciary signers,
  signature and capacity, optional formalities, delivery, and amounts due with
  filing. Official § 31D-1-120
  (accessed 2026-08-02).
• W. Va. Code § 31D-4-401 — corporate-name content,
  distinguishability, consent, judgment, and successor routes. Official §
  31D-4-401 (accessed 2026-08-02).
• W. Va. Code §§ 59-1-2 and 59-1-2a — expedite authority and current
  annual/biennial report fees, deadlines, election, notice, and late fees.
  Official § 59-1-2a (accessed
  2026-08-02).
• West Virginia Secretary of State, Form CO-LP-RE (rev. July 2025) — paper
  packet, required Letter of Good Standing and signed report, $25 application,
  arrears instructions, delivery addresses, and expedite tiers. Official
  form (accessed
  2026-08-02).