APPLICATION FOR CERTIFICATE OF AUTHORITY
(Foreign [CORPORATION / LLC / OTHER] Seeking to Transact Business in West Virginia)
[// GUIDANCE:
1. This template is drafted for use by any foreign business entity (corporation, LLC, LP, etc.) that must qualify under West Virginia law before “transacting business” in the state.
2. It is not a substitute for the Secretary of State’s official paper or on-line form. Rather, it:
• Collects every data element West Virginia will require;
• Builds in recommended representations, covenants, and compliance undertakings; and
• Provides protective language your client can adopt by attachment or rider.
3. The drafter should:
• Confirm the correct statutory article for the entity type (e.g., W. Va. Code ch. 31B for LLCs, ch. 31D art. 15 for corporations); and
• File the executed, notarized Application with the West Virginia Secretary of State, together with the current filing fee and a Certificate of Good Standing (dated ≤ 30 days) from the home jurisdiction.
]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default; Revocation; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title. Application for Certificate of Authority to Transact Business in West Virginia.
1.2 Parties.
a. Applicant: [LEGAL NAME OF FOREIGN ENTITY], a [TYPE OF ENTITY] organized under the laws of the State/Commonwealth of [HOME JURISDICTION] (“Company”).
b. Filing Office: The Office of the West Virginia Secretary of State (“Secretary”).
1.3 Recitals.
WHEREAS, Company is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction; and
WHEREAS, Company desires to transact business within the State of West Virginia and is therefore required to obtain a Certificate of Authority pursuant to applicable provisions of the West Virginia Business Entity Laws (the “Act”);
NOW, THEREFORE, Company hereby submits this Application and agrees to the terms and conditions set forth herein.
1.4 Effective Date. Upon (i) acceptance and filing by the Secretary and (ii) payment of all required fees (the “Effective Date”).
2. DEFINITIONS
For purposes of this Application, the following capitalized terms have the meanings indicated below. Defined terms apply equally to singular and plural forms. Any term not defined herein but defined in the Act shall have the meaning ascribed to it in the Act.
“Act” – Collectively, the West Virginia statutes governing qualification of foreign business entities, including but not limited to Article 15 of the West Virginia Business Corporation Act, and any successor provisions.
“Annual Report” – The report required to be filed each year with the Secretary to maintain Company’s good standing.
“Certificate of Authority” – The certificate issued by the Secretary evidencing Company’s authority to transact business in West Virginia.
“Home Jurisdiction” – The state or other jurisdiction in which Company was originally formed and is currently domiciled.
“Registered Agent” – The individual or entity appointed and maintained by Company in accordance with Section 3.5 below.
“Registered Office” – The West Virginia street address on record with the Secretary at which the Registered Agent is located.
“Withdrawal” – The termination, by proper filing, of Company’s authority to transact business in West Virginia.
3. OPERATIVE PROVISIONS
3.1 Legal Name of Company. [COMPANY LEGAL NAME]
[// GUIDANCE: If the name is not distinguishable on the WV records, add the assumed name in 3.2.]
3.2 Alternate/Assumed Name in WV (if required). [ALTERNATE NAME]
3.3 Jurisdiction & Date of Formation.
a. State/Country of Formation: [HOME JURISDICTION]
b. Original Date of Formation: [MM/DD/YYYY]
c. Duration: [PERPETUAL / SPECIFIED TERM ending MM/DD/YYYY]
3.4 Principal Office Address.
[STREET] | [CITY, STATE ZIP] | [COUNTRY]
3.5 Registered Agent & Registered Office in WV.
a. Registered Agent Name: [NAME]
b. Physical Street Address (Registered Office): [WV STREET, CITY, WV ZIP]
c. Mailing Address (if different): [MAILING ADDRESS]
[// GUIDANCE: A P.O. Box alone is insufficient for the Registered Office.]
3.6 Purpose & Business Activities in WV.
Company is authorized to engage in the following business activities within West Virginia: [DESCRIBE BUSINESS PURPOSE WITH SUFFICIENT SPECIFICITY].
3.7 Capital Structure (Corporations Only).
a. Authorized Shares: [NUMBER]
b. Par Value (if any): [$]
c. Share Classes & Series (if applicable): [DETAILS]
3.8 Management Structure (LLCs Only).
a. Management: [MANAGER-MANAGED / MEMBER-MANAGED]
b. Names & Addresses of Managers/Members with ≥ 10 % ownership: [LIST]
3.9 Additional Information.
Attach Exhibit A for any additional information the Act requires for the specific entity type (e.g., list of officers, partners, trustees).
4. REPRESENTATIONS & WARRANTIES
Company represents and warrants to the Secretary and to the State of West Virginia that, as of the Effective Date and continuing thereafter until Withdrawal:
4.1 Good Standing in Home Jurisdiction. Company is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
4.2 Authority & Compliance. Company is authorized by its governing documents and the laws of its Home Jurisdiction to submit this Application and to conduct the business described in Section 3.6.
4.3 Accuracy of Information. All information set forth in or attached to this Application is true, correct, and complete in all material respects.
4.4 No Unauthorized Business. Company has not transacted, and will not transact, business in West Virginia prior to the Effective Date except as permitted under statutory safe-harbor activities that do not constitute “transacting business.”
4.5 Tax Compliance. Company is current on all franchise, corporate, and income tax filings and payments in its Home Jurisdiction.
Representations and warranties shall survive the issuance of the Certificate of Authority.
5. COVENANTS & RESTRICTIONS
Company covenants and agrees that it will:
5.1 Maintain Registered Agent & Office. Continuously maintain a Registered Agent and Registered Office in West Virginia as required by the Act, and promptly file with the Secretary any change thereto.
5.2 Annual Reports & Fees. File the Annual Report and pay all fees by July 1 of each calendar year (or such date as the Act may require), and timely pay all other fees, taxes, and assessments.
5.3 Name Distinguishability. Refrain from using or registering any name in West Virginia that is not distinguishable on the records of the Secretary unless compliance with statutory fictitious-name procedures is first accomplished.
5.4 Service of Process. Accept that the Secretary is hereby appointed as an agent for service of process upon Company in accordance with the Act, if and when Company fails to maintain a Registered Agent in the State.
5.5 Prompt Notice of Certain Events. Provide written notice to the Secretary within the statutory period upon:
a. any merger, conversion, or domestication affecting Company;
b. any change in the entity’s legal name; or
c. commencement of any proceeding for dissolution or winding-up in the Home Jurisdiction.
5.6 Withdrawal. Upon cessation of business in West Virginia, file an Application for Withdrawal and otherwise comply with the statutory withdrawal procedure set forth in the Act, including payment of all outstanding fees and taxes.
6. DEFAULT; REVOCATION; REMEDIES
6.1 Events of Default. Any of the following constitutes an “Event of Default”:
a. Failure to file an Annual Report or pay required fees for ≥ 60 days after the due date;
b. Failure to maintain a Registered Agent for ≥ 60 days;
c. Material misstatement in this Application or in any amendment; or
d. Any other ground for revocation under the Act.
6.2 Notice & Cure. Upon an Event of Default, the Secretary may issue a written notice of deficiency. Company shall have 60 days from the mailing date to cure.
6.3 Administrative Revocation. Failure to cure within the allowed period may result in administrative revocation of the Certificate of Authority, loss of good standing, imposition of penalties, and loss of the right to maintain actions in West Virginia courts.
6.4 Restoration. Company may seek reinstatement pursuant to the Act upon full cure and payment of all outstanding fees, penalties, and a reinstatement fee.
7. RISK ALLOCATION
[// GUIDANCE: Because this is a statutory filing, typical indemnity or limitation-of-liability clauses are generally unnecessary and may be disregarded. However, counsel may add a limited disclaimer if attaching this Application as an exhibit to a private agreement.]
8. DISPUTE RESOLUTION
8.1 Governing Law. This Application, and all rights and obligations of Company arising hereunder, shall be governed by and construed in accordance with the laws of the State of West Virginia (without regard to conflict-of-laws principles).
8.2 Forum Selection. Company irrevocably submits to the exclusive jurisdiction of the Business Court Division of the Circuit Court of West Virginia for any proceeding arising out of or related to this Application or the Certificate of Authority.
8.3 Arbitration; Jury Waiver. Not applicable.
9. GENERAL PROVISIONS
9.1 Amendments. Company shall file an Amended Certificate of Authority with the Secretary before the 30th day after any information in Sections 3.1 – 3.8 changes, in accordance with the Act.
9.2 Assignment. The Certificate of Authority is non-transferable and may not be assigned or pledged.
9.3 Successors & Assigns. Binding upon Company and its successors resulting from merger, conversion, or domestication, subject to filing all required documents.
9.4 Severability. If any provision of this Application is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.5 Integration. This Application and any exhibits constitute the entire submission required for Company’s qualification in West Virginia.
9.6 Counterparts; Electronic Signatures. This Application may be executed in one or more counterparts, each of which is deemed an original. Signatures transmitted via PDF, facsimile, or approved e-signature platform shall be deemed original signatures.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application for Certificate of Authority on the date set forth below.
| Date: | ___ / ___ / 20___ |
| Company: | [LEGAL NAME OF FOREIGN ENTITY] |
| By: | ________ |
| Name: [PRINTED NAME] | |
| Title: [AUTHORIZED OFFICER / MANAGER] | |
| Signature: | ________ |
CONSENT TO APPOINTMENT
I, [NAME OF REGISTERED AGENT], hereby consent to serve as Registered Agent in the State of West Virginia for the Company named in this Application.
| Date: | ___ / ___ / 20___ |
| Signature: | ________ |
| Printed Name: | [REGISTERED AGENT NAME] |
NOTARIZATION
[// GUIDANCE: West Virginia currently requires notarization of the officer’s signature for foreign corporation applications. Confirm current practice.]
State of __ )
County of ______ ) SS:
On this ___ day of __, 20, before me, the undersigned Notary Public, personally appeared ___, who acknowledged himself/herself to be the ____ of [LEGAL NAME OF FOREIGN ENTITY] and that he/she executed the foregoing instrument for the purposes therein contained.
Witness my hand and official seal.
Notary Public
My Commission Expires: ______
EXHIBIT A – Additional Required Information (Attach as Necessary)
- Certificate of Existence/Good Standing from Home Jurisdiction (≤ 30 days old).
- List of Officers/Directors (for corporations).
- Operating Agreement excerpt naming managers (for manager-managed LLCs).
- Evidence of name reservation or fictitious-name filing (if applicable).
- Any additional information the Act or Secretary’s regulations require for specialized entity types (e.g., professional corporations, benefit corporations, LLPs).
[// GUIDANCE:
• Ongoing Obligations. Docket the Annual Report (due July 1), biennial appointment of registered agent review, and tax compliance deadlines.
• Withdrawal. When Company ceases business, file the statutory Application for Withdrawal, settle all tax liabilities, and obtain tax clearance if required, to avoid future franchise tax assessments.
• Updates. Monitor legislative changes to the Act, filing fees, and Secretary of State administrative rules, which may affect qualification, reporting, or withdrawal procedures.
]