Key Takeaways
- $100 Articles of Incorporation filing fee (Form CD-1 (or online at one.wv.gov)) paid to the West Virginia Secretary of State
- Minimum 1 director required (W. Va. Code § 31D-8-803)
- Annual Report (Online annual report (one.wv.gov)) due within by June 30 of the year after incorporation, $25 fee; $50 late fee, then administrative dissolution if left delinquent late penalty
- Flat 6.5% Corporation Net Income Tax on C-corp profits; no franchise tax (repealed 2015); $25 annual report due June 30
- Registered Agent with a physical West Virginia street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; West Virginia recognizes the federal S-corp election with no separate state-level charge
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in West Virginia means filing Articles of Incorporation with the West Virginia Secretary of State through the One Stop Business Portal, paying a $100 fee, naming at least 1 director, and then pulling a Business Registration Certificate from the State Tax Division before you operate. Ongoing, the corporation owes a flat 6.5% Corporation Net Income Tax and a $25 annual report each June 30 — there is no franchise tax. This guide walks through every step and cost for a West Virginia C-Corporation, with fast filing available through LLC Attorney starting at $49.
C-Corp vs LLC in West Virginia
Most first-time business owners in West Virginia choose an LLC. A West Virginia corporation earns its place in narrower cases — chiefly when you intend to bring on equity investors, issue stock to employees, or eventually sell, all of which lean on the C-Corp's share structure rather than an LLC's membership interests.
Choose a West Virginia corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, West Virginia is usually the better choice. A Delaware corporation operating in West Virginia still has to register as a foreign corporation there, pay West Virginia fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in West Virginia?
West Virginia's appeal for incorporation is its low and predictable cost structure rather than a specialized corporate court. The $100 Articles fee is among the cheaper formation charges in the Appalachian region, there is no franchise tax, and the annual report is a flat $25 on a single fixed June 30 date that every entity shares. The trade-off is the state's two-step entry: forming the corporation with the Secretary of State does not by itself authorize business activity — you must also pull a Business Registration Certificate from the State Tax Division before you operate.
Key West Virginia-specific requirements:
- Articles of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- Minimum of 1 director (W. Va. Code § 31D-8-803); no residency or shareholder requirement
- Flat 6.5% Corporation Net Income Tax on C-corp profits; no franchise tax (repealed 2015); $25 annual report due June 30
- Annual report is a flat $25 on a fixed June 30 deadline shared by all entities — easier to track than anniversary-based systems
- Business Registration Certificate required from the State Tax Division before conducting business — a separate step from the Articles of Incorporation
Selecting a Name for Your West Virginia Corporation
Your corporation's name must comply with West Virginia naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another West Virginia-approved designator (W. Va. Code § 31D-4-401)
- Must be distinguishable from all existing West Virginia entities in the West Virginia One Stop Business Portal entity search
- A West Virginia corporate name must contain the word Corporation, Incorporated, Company, or Limited (or an abbreviation such as Corp., Inc., Co., or Ltd.) and stay distinguishable from every name already on the One Stop register
- Names implying government affiliation or banking activity are restricted
Search the West Virginia One Stop Business Portal entity search at one.wv.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Articles of Incorporation.
Name reservation: file a name reservation with the West Virginia Secretary of State, $15 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a West Virginia Corporation
A West Virginia corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. West Virginia's director requirements: West Virginia sets the floor at a single director (W. Va. Code § 31D-8-803): the board must consist of one or more individuals, with the exact number fixed in the articles or bylaws. Directors are not required to be West Virginia residents or shareholders, and the statute imposes no residency or citizenship test. The Articles of Incorporation do not have to name the initial directors when the incorporator appoints them in the organizational consent.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. West Virginia requires the officers described in the bylaws or appointed by the board, with one officer charged with keeping minutes and records (W. Va. Code § 31D-8-840). One person can be the sole director and simultaneously hold the President, Secretary, and Treasurer roles — West Virginia expressly lets the same individual occupy more than one office.
Designating a Registered Agent
Every West Virginia corporation must designate a Registered Agent — a person or entity with a physical West Virginia street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
West Virginia requires every corporation to keep a registered agent with a physical West Virginia street address; a P.O. box will not satisfy the requirement (W. Va. Code § 31D-5-501). An individual agent must reside in West Virginia, and a business serving as agent must be authorized to do business in the state. The agent receives service of process and the Secretary of State's notices, including the annual report reminder, and must be reachable during normal business hours.
If the West Virginia Secretary of State cannot deliver legal notices to your Registered Agent, West Virginia can administratively administratively dissolve your corporation. LLC Attorney's West Virginia Registered Agent service is $125/year.
West Virginia Corporation Costs and Compliance
How to Form a Corporation in West Virginia
If You Do It Yourself
Step 1 — Choose a corporate name that complies with West Virginia's requirements.
Your corporate name must be distinguishable from all existing West Virginia entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in W. Va. Code § 31D-4-401). Search the West Virginia One Stop Business Portal entity search at one.wv.gov before preparing any documents. Searching the One Stop register at one.wv.gov confirms the name is available with the state but says nothing about trademark rights — clear it against the USPTO database separately if you intend to build a brand.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the West Virginia Secretary of State, $15 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
West Virginia requires 1 director at formation. A lone founder can be the entire board in West Virginia, which suits the closely held companies that dominate the state's energy, healthcare, and tourism sectors. If you expect outside investors or a family ownership group, fix a larger board size in the bylaws from the start, because changing the number later means a bylaw amendment and a board or shareholder vote. Write down your director names and West Virginia addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every West Virginia corporation must have a Registered Agent with a physical West Virginia street address. P.O. boxes are not accepted. Out-of-state owners and founders who would rather keep a home address off the public One Stop record typically appoint a commercial agent. LLC Attorney can act as your West Virginia Registered Agent and route every state and legal notice to your client portal.
Step 5 — Complete the Articles of Incorporation (Form CD-1 (or online at one.wv.gov)).
Go to one.wv.gov and use the current version of the Articles of Incorporation. Always file directly through the West Virginia Secretary of State — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical West Virginia street address
- Your authorized share structure — authorize a round figure such as 1,000 to 10,000 shares of common stock, since West Virginia charges a flat $100 regardless of share count and does not levy a share-based franchise tax
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The number of shares the corporation is authorized to issue, the principal office address, and the name and email of the person to receive the corporation's official notices through the One Stop portal
Step 6 — File the Articles of Incorporation and pay the $100 fee.
File online at one.wv.gov or by mail to the West Virginia Secretary of State in Charleston. Online processing is 2 to 3 business days for online filings under normal volume.
- 24-hour service: $25 additional (total: $125)
- 2-hour service: $250 additional (total: $350)
- West Virginia also sells a 1-hour expedite tier at $500 above the filing fee; the expedite charge is added to both paper and online submissions.
Step 7 — Wait for your approved Articles of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the West Virginia Secretary of State approves your filing. Standard processing is 2 to 3 business days for online filings; 1 to 2 weeks for mailed Articles, and up to 2 to 3 weeks by mail at peak times during peak filing season. Keep your approved Articles of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. West Virginia does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Under W. Va. Code § 31D-2-206 the incorporators or the initial board adopt the bylaws; West Virginia gives the board wide authority to set governance terms, so draft them to match how your shareholders actually intend to run the company rather than reusing a stock form. A generic template may omit West Virginia-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Because West Virginia bases neither its filing fee nor any annual tax on authorized shares, there is no penalty for authorizing a comfortable cushion. Most closely held West Virginia corporations authorize 1,000 to 10,000 shares and issue only what the founders need, leaving the rest available for later grants without a fee-driven recalculation.
Step 10 — File your initial Annual Report (Online annual report (one.wv.gov)) within by June 30 of the year after incorporation.
After your Articles of Incorporation is approved, you have by June 30 of the year after incorporation to file Online annual report (one.wv.gov) with the West Virginia Secretary of State. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $25. Missing the deadline triggers a $50 late fee, then administrative dissolution if left delinquent penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Articles of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for West Virginia state taxes.
Your federal EIN does not automatically register you with West Virginia state agencies. Depending on your business type:
- West Virginia sales and use tax (West Virginia State Tax Division, if you sell taxable goods or services) — tax.wv.gov
- West Virginia employer payroll taxes (WorkForce West Virginia, if hiring West Virginia employees) — workforcewv.org
- West Virginia Business Registration Certificate (State Tax Division) — required before conducting business and used to activate sales-tax and withholding accounts; some municipalities also impose a local Business and Occupation tax
Step 14 — Pay your West Virginia annual tax.
West Virginia no longer has a business franchise tax, so there is no capital- or share-based payment to calculate. A C-corporation's recurring state liability is the Corporation Net Income Tax, a flat 6.5% on West Virginia taxable income, filed with the West Virginia State Tax Division. Estimated payments follow the federal corporate schedule, and a federal extension automatically extends the West Virginia return. Separately, file the $25 annual report through one.wv.gov between January 1 and June 30 each year — that filing is a Secretary of State requirement, not a tax, but missing it triggers a $50 penalty and eventual dissolution.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for West Virginia corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any West Virginia filing. West Virginia follows the federal S-corporation election: a corporation that files IRS Form 2553 is treated as an S-corp for state purposes too, so its income passes through to shareholders and is taxed on their West Virginia personal returns at the graduated rates (up to 6.5%) rather than at the entity-level 6.5% Corporation Net Income Tax. The S-corp must still file a West Virginia pass-through return and may owe nonresident withholding on out-of-state shareholders. Reserve the election for closely held, profitable companies — institutional investors, multiple share classes, and entity or non-resident shareholders all break federal S-corp eligibility.
Step 16 — Set annual compliance reminders.
West Virginia corporations must file and pay on a recurring basis:
- Annual Report (Online annual report (one.wv.gov)): Annually, filed between January 1 and June 30 each year, $25 fee — $50 late fee, then administrative dissolution if left delinquent if missed
- Corporation Net Income Tax: flat 6.5% on West Virginia taxable income, filed with the State Tax Division on the federal return schedule; annual report: $25 due June 30 at one.wv.gov
- Obtain a West Virginia Business Registration Certificate from the State Tax Division before doing business — it is separate from the Articles of Incorporation and activates the corporation's sales-tax and payroll-withholding accounts
Missing these filings puts your corporation in bad standing with the West Virginia Secretary of State and West Virginia State Tax Division. Suspension means you cannot file documents, defend lawsuits, or do business in West Virginia. If you would rather not manage this process, the service handles West Virginia corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Articles of Incorporation with the West Virginia Secretary of State, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Articles of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Online annual report (one.wv.gov) deadline or annual tax payment.
S-Corp Election for West Virginia Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your West Virginia corporation remains a West Virginia corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
West Virginia treatment of S-Corps: West Virginia follows the federal S-corporation election: a corporation that files IRS Form 2553 is treated as an S-corp for state purposes too, so its income passes through to shareholders and is taxed on their West Virginia personal returns at the graduated rates (up to 6.5%) rather than at the entity-level 6.5% Corporation Net Income Tax. The S-corp must still file a West Virginia pass-through return and may owe nonresident withholding on out-of-state shareholders. Reserve the election for closely held, profitable companies — institutional investors, multiple share classes, and entity or non-resident shareholders all break federal S-corp eligibility.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your West Virginia Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- West Virginia-specific wrinkles: West Virginia may have corporate law provisions a generic national template does not cover correctly.
What You Actually Get When You Incorporate in West Virginia with LLC Attorney
A West Virginia corporation that exists only on the Secretary of State's register is not ready to operate. The state filing creates the entity, but it does not give you the bylaws, board consents, stock records, or the Business Registration Certificate the corporation legally needs before doing business. A "$0 filing" that skips those leaves you with an entity that cannot actually trade in West Virginia until the missing pieces are in place.
Included with LLC Attorney corporation formation, starting at $100:
- Same-day or 24-hour West Virginia filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- West Virginia Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
Because West Virginia's edge is low cost paired with a mandatory pre-operation registration, the package here covers both halves — clean bylaws and stock records plus the Business Registration Certificate and June 30 annual report already mapped onto your calendar.
Starting Your West Virginia Corporation with LLC Attorney
West Virginia's corporate formation requirements are low-cost but have a two-step entry — the separate Business Registration Certificate, the flat 6.5% Corporation Net Income Tax, and the June 30 annual report deadline. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles West Virginia corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, West Virginia Business Registration Certificate setup and S-corp election timing, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Online Articles of Incorporation filed at one.wv.gov are usually processed in 2 to 3 business days; mailed filings take 1 to 2 weeks, stretching to 2 to 3 weeks at busy times. West Virginia sells expedite tiers above the filing fee: 24-hour service for $25, 2-hour for $250, and 1-hour for $500. LLC Attorney can submit your filing with same-day expedite when a hard formation date is on the line.
A C-Corp and an S-Corp are the same West Virginia corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your West Virginia formation documents. West Virginia honors the federal S-corp election, but the entity must still file a state pass-through return and may need to withhold tax for non-resident shareholders.
Yes. West Virginia allows one individual to form and operate a corporation, serving as the sole director and holding every officer position at once (W. Va. Code § 31D-8-840 lets the same person occupy multiple offices). This is the common pattern for solo founders across the state. You still need to keep up corporate formalities — adopt bylaws, document an organizational consent, issue stock, file the June 30 annual report, and keep corporate and personal money separate — to keep the liability shield intact.
A West Virginia C-corporation pays the state Corporation Net Income Tax at a flat 6.5% on its West Virginia taxable income. West Virginia repealed its business franchise tax in 2015, so there is no separate net-worth tax — only the $25 annual report due June 30. If the corporation sells taxable goods or services, it also collects the 6% state sales tax, and businesses in certain municipalities such as Charleston face a local Business and Occupation tax on gross receipts. At the federal level a C-corp pays the 21% corporate rate unless it elects S-corp treatment.
Every West Virginia corporation files an annual report through the One Stop Business Portal at one.wv.gov, with the $25 fee due by June 30 in each year following incorporation (W. Va. Code § 59-1-2a). The filing window opens January 1, so you can complete it any time in the first half of the year. The report confirms the registered agent, principal office, and officer and director information. Miss the June 30 date and the state adds a $50 late fee; prolonged delinquency leads to administrative dissolution.
West Virginia does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
West Virginia has no franchise tax to fall behind on, but missing the June 30 annual report adds a $50 late fee to the $25 filing. If the report stays unfiled, the Secretary of State administratively dissolves the corporation, which loses the right to carry on business and to sue in West Virginia courts. Reinstatement means filing the delinquent reports, paying all fees and penalties, and obtaining a tax clearance certificate from the State Tax Division.
Yes. A West Virginia corporation can convert to an LLC by filing articles of entity conversion with the Secretary of State along with the LLC's articles of organization. The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the consequences with a CPA before filing — for some companies dissolving and re-forming is cleaner, depending on assets and basis. Confirm your goals first: an LLC drops the corporate formalities and the entity-level 6.5% tax but loses the stock-based structure that outside investors expect.
If West Virginia is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical West Virginia address to receive any legal documents on your behalf.