Incorporate in West Virginia for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a West Virginia S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in West Virginia, however, come down to the following:

• Ownership Rules: C-Corps can have as many shareholders and stock classes as they like. S-Corps are limited to no more than 100 shareholders and one stock class. Shareholders in S-Corps must be United States citizens or legal residents.
• Taxes: C-Corps pay their own taxes on earnings at the corporate level. Shareholders then may pay individual taxes on any dividends they receive. S-Corps do not pay corporate taxes. They're "pass-through" entities. They pass earnings to their individual shareholders. The shareholders then report their share of earnings on their personal returns.
• Documents: When you file incorporation documents, you automatically become a C-Corp by default. To become an S-Corp instead, you must notify the IRS by filing IRS Form 2553, Election by a Small Business Corporation.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following West Virginia requirements:

• Your name must include "Corporation," "Incorporated," "Company," "Limited," or an abbreviation of one of these terms.
• Your name can't be deceptive. It can't imply that you've incorporated for any purpose other than that which you've stated in your Articles. For example, you can't call your corporation "The Pool Company" if you sell office supplies.
• Your name must be different from any other business name registered or reserved with the West Virginia Secretary of State.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In West Virginia, you must have one or more directors, but the state doesn't require that you list your directors' names and addresses in your Articles of Incorporation.

West Virginia does not have residency or age requirements for directors.

All corporations must appoint a registered agent. Your agent is responsible for accepting tax, legal, and government documents for your corporation during regular business hours. Your agent can be a person or a business with a physical address in West Virginia. You must list your agent's name and address in your Articles. We can help you designate an agent when you incorporate with us.

You must also include the following in your Articles of Incorporation in West Virginia:

• Your corporate name.
• The physical addresses of your corporation's principal office. If it's different from the mailing address, then you must include the mailing address as well.
• Your corporation's purpose. You can use the words "including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia."
• The number of shares that your corporation is authorized to issue, as well as their classes.
• The par value of each share, or a statement that shares have no par value.
• The names and addresses of all incorporators.
• An email address for receiving informational notices and reminders.
• The amount of land your corporation owns or expects to own in the state. The state charges an extra fee for every acre over 10,000.

West Virginia allows you to include other optional information in your Articles. Here are some items you may want to include:

• The names and addresses of your initial directors.
• Limitations on the powers of the corporation, its board, or its shareholders.
• Limitations on the personal liability of a director for breach of fiduciary duty.
• Provisions for imposing personal liability on shareholders for debts under specified conditions.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In West Virginia, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $50.

• Fee to expedite your filing: $85.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 21 business days.

•  Expedited processing time: 10-15 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – taxes aren't much fun, but they're an important part of keeping your business legal. Before opening for business, apply to the IRS for an employer identification number, or EIN. This number is similar to a Social Security number, but it's for businesses. All companies with employees need one.

We have more information about the tax structure of S-Corps and C-Corps.

West Virginia requires that corporations create and maintain certain corporate records. The most important of these are the following:

• Your Corporate Bylaws define the structure and management of your business. You can include any provisions in this document that are consistent with the law and with your Articles.
• Corporate Minutes provide a record of all actions and decisions made at meetings of your board or shareholders. You must keep copies of your minutes at your principal office for at least three years.

These two documents help to protect your corporate status. You don't have to file them with the state. Just keep them with your other important corporate documents. 

We wish you success with your new West Virginia corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in West Virginia or domestic corporations that also operate in West Virginia. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.