Nonprofit Corporation Formation Filing in West Virginia
At a glance
| Governing act and filing office | West Virginia Nonprofit Corporation Act; Secretary of State files articles (W. Va. Code §§ 31E-1-101, 31E-2-201) |
|---|---|
| Incorporator and filing document | One or more persons deliver articles naming and addressing each incorporator (W. Va. Code §§ 31E-2-201, 31E-2-202(a)(5)) |
| Name and purpose | Articles state compliant corporate name; no separate purpose clause in required list; lawful purposes permitted (W. Va. Code §§ 31E-2-202(a), 31E-3-301, 31E-4-401) |
| Member and entity-type statement | Articles declare nonprofit, no stock or distributions; state whether members exist and include class/no-voting-member provisions if applicable (W. Va. Code §§ 31E-2-202(a)(2)–(3), 31E-6-601) |
| Initial directors and selection | Initial-director names and addresses optional; if omitted, incorporators elect directors after incorporation (W. Va. Code §§ 31E-2-202(b)(1), 31E-2-204(a)(2)) |
| Registered office and agent | Initial registered office mailing address and agent name if any; principal-office mailing address and filing-notice email required (W. Va. Code § 31E-2-202(a)(4), (6)–(7)) |
| Signatures and agent acceptance | Incorporator signs before formation with name/capacity; initial agent appointment is optional and formation-article section has no separate acceptance statement (W. Va. Code §§ 31E-1-120(d)–(e), 31E-2-202(a)(4)) |
| Filing fee | $25 for nonprofit articles (W. Va. Code § 59-1-2(a)(1)(B)) |
| When existence begins | Existence starts on filing absent delayed date; delayed effective date at most 90 days after filing (W. Va. Code §§ 31E-2-203(a), 31E-1-123(b)) |
Requirements one by one
Under § 31E-1-101, the Nonprofit Corporation Act governs. One or more persons deliver articles under § 31E-2-201.
Corporate name and purpose
Under § 31E-2-202(a)(1)–(7), the required list does not include a separate purpose clause. Under § 31E-3-301, any lawful purpose is permitted; § 31E-4-401(a)(1) supplies the name designator rule, and § 31E-4-401(b) generally requires distinguishability.
Membership and entity type
Under § 31E-6-601, a corporation with member classes states the classes in its articles; election method and class rights may appear there or in the bylaws. If there are no members or only nonvoting members, the articles say so and the board manages the corporation.
Initial directors and selection
The initial-director list is optional under § 31E-2-202(b)(1). If omitted, § 31E-2-204(a)(2) has the incorporators elect directors after incorporation.
Registered office and agent
The articles use “if any” for the initial registered office and agent. They separately require a principal-office mailing address and a notice email unless compliance is technically impossible. Under § 31E-5-501, a corporation may maintain a registered office and agent in the state; this is distinct from the required principal-office address.
Signature and agent acceptance
Under § 31E-1-120(d)(2) and § 31E-1-120(e), an incorporator signs before formation and states a name and capacity. The formation-article rule does not call for separate initial-agent acceptance.
Filing fee
Under § 59-1-2(a)(1)(B), the nonprofit articles fee is $25.
Effective existence and delayed date
Under § 31E-2-203(a), existence begins on filing unless delayed. Under § 31E-1-123(b), the delay is capped at 90 days; if no time is given on a delayed date, the document takes effect at close of business.
What trips people up
Member classes require more than a yes/no membership answer. A corporation with only nonvoting members declares that fact in the articles under § 31E-6-601.
Common questions
Must the initial registered agent be named? Section 31E-2-202(a)(4) says “if any” for both the office and agent.
Are initial directors mandatory in the articles? No. Section 31E-2-202(b)(1) makes the list optional.
Statutes and sources
The quoted official provisions, code URLs, and access dates appear above.
Source links
Every statute quoted above, linked, with the date we checked it.
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