Nonprofit Corporation Administrative Dissolution and Reinstatement in West Virginia

Short answer West Virginia may administratively dissolve a nonprofit after listed fee, agent-notice, or other defaults and 60 days to cure after service of notice. Corporate existence continues for winding up, and the nonprofit has two years to apply for reinstatement, which relates back if granted. Report-fee delinquency also carries a certified mail notice rule.

State

West Virginia

Statute checked

September 29, 2026

Sources

11 statutes

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At a glance

Entity and agency	West Virginia Nonprofit Corporation Act; Secretary of State handles domestic administrative dissolution and reinstatement (§§ 31E-13-1320–1323).
Report, fee, or tax failure	Annual/biennial report and $25/$50 fee due June 30; unpaid fee 60 days late is a dissolution ground. Fee/report delinquency also invokes certified mail notice before dissolution (§§ 59-1-2a, 31E-13-1320(1)).
Agent and other grounds	Failure to report agent/office change or resignation within 60 days; stated duration expiry, required professional-license revocation, employment-program default, or material filing misrepresentation (§ 31E-13-1320(2)–(6)).
Notice and cure	Secretary sends certified mail ground notice; corporation has 60 days after perfected service to cure or disprove. Unpaid report-fee dissolution also needs certified mail postmarked at least 30 days before stated dissolution date (§§ 31E-13-1321, 31E-5-504, 59-1-2a(g)(1)).
When status changes	After uncured notice, Secretary signs/files certificate stating grounds and effective date; emails copy if address on file (§ 31E-13-1321(b)).
Powers afterward	Corporate existence continues only to wind up/liquidate and notify claimants; administrative dissolution does not end registered-agent authority (§ 31E-13-1321(c)–(d)).
Reinstatement window	Administratively dissolved nonprofit may apply within two years after dissolution’s effective date (§§ 31E-13-1320(b), 31E-13-1322(a)).
Filings, payments, and name	Application gives name/date, eliminated grounds and compliant name; include Tax Commissioner certificate that all corporate taxes are paid (§ 31E-13-1322(a)).
Effect and review	Secretary cancels dissolution certificate if application is correct; reinstatement relates back. Written denial can be appealed to circuit court within 30 days after service (§§ 31E-13-1322(b)–(c), 31E-13-1323).

Requirements one by one

Grounds and report fees

Section 31E-13-1320 permits administrative dissolution for fees, franchise taxes, or penalties unpaid 60 days after due. It also lists a 60-day failure to report a registered-agent or office change or resignation, expired stated duration, revocation of a required professional license, the specified employment-program default, and a material misrepresentation in a filing.

The reporting statute includes nonprofit corporations in its definition of “corporation” (§ 59-1-2a(a)). Under § 59-1-2a(c), (e), the annual $25 report fee and report are due June 30; a qualifying entity may elect biennial reporting and pay $50 after five consecutive timely annual reports while in good standing (§ 59-1-2a(d)(3)). Section 59-1-2a(g)(1) addresses fee/report delinquency and requires certified mail, postmarked at least 30 days before the stated dissolution date, before dissolution for failure to pay. Its subsection (h)(1)(B) lists a nonprofit late fee of $25 annually or $50 biennially.

Agency notice and effect

Under § 31E-13-1321(a)–(b), the Secretary of State sends written ground notice by certified mail. A corporation has 60 days after service is perfected to cure or show that each stated ground does not exist. The Secretary then signs and files a certificate stating the grounds and effective date, and emails a copy if the corporation has an address on file. Under § 31E-5-504(a)–(b), the registered agent can receive notice; when none is available, registered or certified mail to the secretary at the principal office has its own receipt/postmark service rules.

Section 31E-13-1321(c)–(d) keeps corporate existence for winding up and claimant notice and preserves the registered agent’s authority.

Reinstatement and review

Sections 31E-13-1320(b) and 31E-13-1322(a) allow an application within two years of the dissolution effective date. It states the name and date, eliminated or nonexistent grounds, compliant name, and includes a Tax Commissioner certificate for all owed taxes. The Secretary cancels the dissolution certificate if the application is correct; reinstatement relates back to the dissolution date (§ 31E-13-1322(b)–(c)). Section 31E-13-1323 gives a 30-day circuit-court appeal after service of a written denial.

What trips people up

The report-fee certified-mail rule in § 59-1-2a(g)(1) and the separate ground notice/cure process in § 31E-13-1321 both matter when unpaid report fees lead toward dissolution. A filing or fee default does not itself identify the effective date; the signed, filed dissolution certificate does.

Common questions

Does the registered agent stop serving when the nonprofit is dissolved?

No. Section 31E-13-1321(d) expressly preserves the agent’s authority after administrative dissolution.

What if the Secretary denies reinstatement?

The denial notice must explain the reasons. Section 31E-13-1323(b) permits a circuit-court appeal within 30 days after service is perfected and identifies the documents to attach.

Statutes and sources

W. Va. Code § 31E-13-1320

(a) The Secretary of State may commence a proceeding under §31E-13-1321 of this code to administratively dissolve a nonprofit corporation if:

(1) The nonprofit corporation does not pay within 60 days after they are due any fees, franchise taxes, or penalties imposed by this chapter or other law;

(2) The nonprofit corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;

(3) The nonprofit corporation’s period of duration stated in its articles of incorporation expires;

(4) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is, or all the licenses are, required for the continued operation of the nonprofit entity;

(5) The nonprofit corporation is in default with the Bureau of Employment Programs as provided in §21A-2-6 of this code; or

(6) A misrepresentation has been made of any material matter in any application, report, affidavit, or other record submitted by the nonprofit corporation pursuant to this chapter.

(b) A nonprofit corporation administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution pursuant to the procedure in §31E-13-1322 of this code or appeal the Secretary of State’s denial of reinstatement pursuant to the procedure in §31E-13-1323 of this code.

Source: https://code.wvlegislature.gov/email/31E-13/ (accessed 2026-09-29).

W. Va. Code § 31E-13-1321

(a) If the Secretary of State determines that one or more grounds exist under §31E-13-1320 of this code for administratively dissolving a corporation, the Secretary of State shall notify the corporation by certified mail with written notice of the determination pursuant to §31E-5-504 of this code.

(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 60 days after service of the notice is perfected under §31E-5-504 of this code, the Secretary of State shall administratively dissolve the corporation by signing and filing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall send electronic notice to the corporation with a copy of the certificate of dissolution if the Secretary of State has an email address on file for the corporation.

(c) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under §31E-13-1305 of this code and notify claimants pursuant to §31E-13-1306 and §31E-13-1307 of this code.

(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

Source: https://code.wvlegislature.gov/email/31E-13/ (accessed 2026-09-29).

W. Va. Code § 31E-13-1322

(a) A corporation administratively dissolved under section one thousand three hundred twenty-one of this article may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application must:

(1) Recite the name of the corporation and the effective date of its administrative dissolution;

(2) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(3) State that the corporation's name satisfies the requirements of section four hundred one, article four of this chapter; and

(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the corporation have been paid.

(b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he or she shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his or her determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation pursuant to section five hundred four, article five of this chapter.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred.

Source: https://code.wvlegislature.gov/email/31E-13/ (accessed 2026-09-29).

W. Va. Code § 31E-13-1323

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation pursuant to section five hundred four, article five of this chapter with a written notice that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the circuit court within thirty days after service of the notice of denial is perfected. The corporation appeals by petitioning the circuit court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.

(c) The circuit court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the circuit court considers appropriate.

(d) The circuit court's final decision may be appealed as in other civil proceedings.

Source: https://code.wvlegislature.gov/email/31E-13/ (accessed 2026-09-29).

W. Va. Code § 31E-5-504(a)–(b)

(a) A corporation’s registered agent is the corporation’s agent for service of process, notice, or demand required or permitted by law to be served on the corporation.

(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:

(1) The date the corporation receives the mail;

(2) The date shown on the return receipt, if signed on behalf of the corporation; or

(3) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.

Source: https://code.wvlegislature.gov/email/31E-5/ (accessed 2026-09-29).