Foreign Qualification Application - Preparation Worksheet - West Virginia

West Virginia Foreign Corporation Certificate of Authority Worksheet

Purpose and Scope

Use this worksheet to collect information for the West Virginia Secretary of State's current Application for Certificate of Authority, Form CF-1 (Rev. 07/2026).

This worksheet is for a foreign for-profit corporation governed by Chapter 31D. Do not use it for a foreign nonprofit corporation, LLC, limited partnership, limited liability partnership, business trust, or other entity type; each follows a different statutory track and may have different forms and fees.

Select the corporation track:

☐ Foreign for-profit corporation — current CF-1 filing fee: $100

☐ Foreign professional or regulated corporation — obtain all required licensing-board or regulatory approvals and supplements before filing

Part 1 — Is a Certificate of Authority Required?

W. Va. Code § 31D-15-1501(a) provides that a foreign corporation may not conduct affairs in West Virginia until it obtains a certificate of authority.

Section 31D-15-1501(b) lists activities that, standing alone, do not constitute conducting affairs. Examples include:

• maintaining, defending, or settling a proceeding;
• holding director or shareholder meetings and conducting internal corporate affairs;
• maintaining bank accounts;
• selling through independent contractors;
• soliciting orders that require acceptance outside West Virginia before becoming contracts;
• creating or acquiring debts, mortgages, or security interests;
• collecting debts or enforcing mortgages or security interests, subject to the collection-agency limitation;
• owning property without more;
• conducting an isolated transaction completed within 30 days and outside a course of repeated like transactions; and
• conducting affairs in interstate commerce.

The statutory list is not exhaustive, and § 31D-15-1501(d) separately treats certain in-state contracts, torts, and defective-product activity as transacting business.

☐ Obtain legal review before relying on an exception. The corporate-law test does not resolve separate tax, licensing, employment, or regulatory duties.

Describe the corporation's planned West Virginia activities: [________________________________]

Part 2 — Current Filing and Attachment

Use the Secretary of State's current Form CF-1 or the current online filing route. Confirm fees immediately before submission.

Attach a certificate of existence, good standing, status, or similar document authenticated by the official who keeps corporate records in the corporation's home jurisdiction. W. Va. Code § 31D-15-1503(b) requires the document; the current CF-1 instructions require it to be dated during the current tax year.

☐ Current CF-1 obtained

☐ Current $100 for-profit filing fee confirmed

☐ Home-jurisdiction certificate dated during the current tax year obtained

☐ One original prepared for paper filing; a second original prepared if a filed, date-stamped copy is requested

Part 3 — Corporation and Home-State Information

Part 4 — West Virginia Name and Office Information

Under W. Va. Code § 31D-15-1506, the corporation may add a permitted corporate designator or use a compliant fictitious name if its true name is unavailable. A fictitious name requires a board resolution certified by the corporation's secretary.

☐ Name availability checked

☐ Corporate designator confirmed

☐ Certified board resolution attached if a forced DBA or fictitious name is used

Part 5 — West Virginia Business Information

For a professional corporation, obtain the current Verification of Eligibility, Form VOE, signed by the appropriate West Virginia licensing board.

☐ No professional or separately regulated activity identified

☐ Required professional, insurance, benefit-corporation, litigation-financier, or scrap-metal supplement attached

Part 6 — Officers and Directors

W. Va. Code § 31D-15-1503(a)(6) requires the names and usual business addresses of the corporation's current directors and officers. Current Form CF-1 instructs the filer to list all officers and add pages if necessary.

Part 7 — Execution

Under W. Va. Code § 31D-1-120(d)–(e), a foreign-corporation filing may be signed by the board chair, president, another officer, or an applicable court-appointed fiduciary. The signer states the signer's name and capacity.

The statute permits a seal, attestation, acknowledgment, or verification but does not require one. Current Form CF-1 has no notary block.

W. Va. Code § 31D-1-129 makes knowingly signing a materially false document for filing a misdemeanor punishable by a fine of not more than $1,000, confinement for not more than one year, or both.

Part 8 — Filing Checklist

☐ Current CF-1 completed

☐ Exact home-state name, jurisdiction, date, and duration completed

☐ Principal-office and mailing addresses completed

☐ Current-tax-year home-state certificate attached

☐ West Virginia-use name and any forced-DBA resolution completed

☐ West Virginia office, county, agent, email, and website fields completed as applicable

☐ Business-purpose and specialized-activity questions completed

☐ Current officers and directors listed with business addresses

☐ Required professional or regulated-business supplements attached

☐ Authorized officer signed; no unnecessary notarization added

☐ Correct filing fee and submission route confirmed

Part 9 — Annual or Biennial Reports After Registration

House Bill 5227 amended W. Va. Code § 59-1-2a effective July 1, 2026. A corporation authorized to do business in West Virginia must file an annual report and pay $25, unless it has properly elected the new biennial-reporting option.

Annual or properly elected biennial reports and fees are due on or before 11:59 p.m. on June 30. The statute no longer supports describing the deadline as “July 1.”

A corporation may elect biennial reporting only if it:

• timely filed all required annual reports for five consecutive calendar years;
• is in good standing when it elects; and
• makes the election in the time and manner prescribed by § 59-1-2a(d)(3).

The biennial fee is $50. If the Secretary of State revokes the option after an untimely biennial report or loss of good standing, the corporation must again complete five consecutive timely annual-report years before reelecting.

Current corporation reports include the principal-office address; officer and director names and mailing addresses; process-notice contact; parent and licensed-subsidiary information; county or county code; business class code; and an email for notices, subject to the statute's technical-inability exception.

Part 10 — Changes After Qualification

W. Va. Code § 31D-15-1504 requires an amended certificate of authority if the corporation changes:

• its corporate name;
• its period of duration; or
• its state or country of incorporation.

The original-application requirements apply to the amended certificate. The current fee under W. Va. Code § 59-1-2(a)(2)(J) is $25.

A registered-office or registered-agent change uses the statement described in § 31D-15-1508. A new agent's written consent must appear on or accompany that statement. Current Form CF-1 instructions identify Form AAO and a $15 fee for agent, address, or officer changes.

☐ No name, duration, jurisdiction, agent, office, or officer change pending

☐ Correct amendment or change filing identified

Part 11 — Withdrawal

Under W. Va. Code § 31D-15-1520, a foreign corporation may not withdraw until it obtains a certificate of withdrawal. Current Form CF-5 carries a $25 fee and states that expedited service is unavailable.

The withdrawal application states that the corporation:

• is no longer transacting business in West Virginia and surrenders its authority;
• revokes its registered agent's authority for service;
• appoints the Secretary of State for service on claims arising during the authorized period;
• provides a mailing address for forwarded process; and
• commits to notify the Secretary of State of later address changes.

Section 31D-15-1520(d) requires tax and employment-security clearance before the Secretary of State issues the certificate. The current CF-5 instructions warn that the clearance process can be lengthy and that liabilities continue until clearances are obtained.

☐ Current CF-5 obtained

☐ Corporation has stopped transacting business in West Virginia

☐ Forwarding address for process completed

☐ Tax, workers' compensation, and employment-security clearance process reviewed

☐ $25 withdrawal fee confirmed

Part 12 — Nonregistration, Revocation, and Reinstatement

Under W. Va. Code § 31D-15-1502, a foreign corporation transacting business without authority may not maintain a West Virginia circuit-court proceeding until it obtains authority. It may still defend a proceeding, and lack of authority does not invalidate its corporate acts. The corporation may owe the fees, taxes, and penalties that would have applied during the unregistered period.

Revocation grounds under § 31D-15-1530 include unpaid fees, taxes, or penalties remaining unpaid for 60 days; failure to report a registered-agent or registered-office change within 60 days; a knowingly false filing; dissolution or disappearance by merger in the home jurisdiction; loss of a required professional license; and specified employment-program default.

Under § 31D-15-1531, after notice is perfected, the corporation generally has 60 days to correct or disprove the grounds before the Secretary of State may revoke the certificate.

A corporation may apply for reinstatement within two years after administrative revocation under § 31D-15-1532. It must eliminate the grounds, use a compliant name, and obtain the required Tax Commissioner certificate. Approved reinstatement relates back to the revocation date.

Sources and References

• West Virginia Secretary of State, Form CF-1 — Application for Certificate of Authority (Rev. 07/2026)
• West Virginia Secretary of State, Form CF-5 — Certificate of Withdrawal
• W. Va. Code § 31D-15-1501 — Authority and activities not constituting business
• W. Va. Code § 31D-15-1502 — Consequences of transacting business without authority
• W. Va. Code § 31D-15-1503 — Application for certificate of authority
• W. Va. Code §§ 31D-15-1504 and 31D-15-1506 — Amendment and name provisions
• W. Va. Code § 31D-15-1520 — Withdrawal
• W. Va. Code §§ 31D-15-1530 through 31D-15-1532 — Revocation and reinstatement
• W. Va. Code § 31D-1-120 — Filing requirements
• W. Va. Code § 31D-1-129 — False-document penalty
• W. Va. Code § 59-1-2 — Secretary of State filing fees
• W. Va. Code § 59-1-2a — Annual and biennial reports and fees
• Enrolled H.B. 5227 (2026), effective July 1, 2026

This worksheet is an informational preparation aid. Verify all requirements against the current official Secretary of State form and West Virginia Code before filing.