How to Start a C-Corp in West Virginia (Quick Answer)
To start a C-corp in West Virginia, file Articles of Incorporation with the West Virginia Secretary of State, online through the One Stop Business Portal, name a registered agent, and pay the $100 filing fee. Once the state accepts it, your corporation legally exists.
After that, you adopt bylaws, appoint directors and officers, issue stock, and get an EIN from the IRS. West Virginia keeps costs low and charges no franchise tax; the main thing to watch is the separate $30 Business Registration Certificate.
| Filing document | Articles of Incorporation |
| Where to file | West Virginia Secretary of State, online through the One Stop Business Portal |
| Filing fee | $100 |
| Registered agent | Required, with a physical West Virginia street address |
| EIN | Required, free from the IRS (Form SS-4 by phone, fax, or mail if you have no SSN or ITIN) |
| Annual report | $25, filed between January 1 and June 30 each year after the year you register |
| Corporate income tax | Flat 6.5% on West Virginia net income |
| Foreign owner (25% or more) | File Form 5472 with Form 1120 every year, or face a $25,000 minimum penalty |
First-year cost: $100 to file, plus a required $30 Business Registration Certificate from the State Tax Department, and a registered-agent service if you use one, commonly $50 to $150 a year. Your first annual report is not due until the year after you register.
West Virginia is a reasonable, low-cost place to incorporate if you operate there. Formation is $100, the annual report is $25, and the state charges no business franchise tax.
The one thing to watch is that filing your Articles does not register you with the tax authority. West Virginia requires a separate $30 Business Registration Certificate from the State Tax Department before the corporation can operate, and it is easy to miss.
TL;DR
- Cheap with no franchise tax, but watch the separate step: a $30 Business Registration Certificate from the State Tax Department is required before you operate, on top of the $100 Articles filing.
- Step 1, name: pick a unique name with a corporate designator (Inc., Incorporated, Corporation, or Corp.) and check it with the Secretary of State.
- Step 2, registered agent: name one with a physical West Virginia street address.
- Step 3, Articles of Incorporation: file with the Secretary of State for $100, online through the One Stop Business Portal.
- Step 4, bylaws: adopt internal bylaws and keep them with your records.
- Step 5, directors and officers: appoint the board and officers and hold an organizational meeting.
- Step 6, issue stock: authorize and issue shares, keep a stock ledger, and file the 83(b) election within 30 days if your shares vest.
- Step 7, EIN: get a free EIN from the IRS, by Form SS-4 if you have no SSN or ITIN.
- Foreign owner (25% or more): file Form 5472 with Form 1120 every year, or risk a $25,000 penalty.
- Ongoing: a $25 annual report between January 1 and June 30, plus the flat 6.5% corporate income tax.
Why Form a C-Corp in West Virginia?
West Virginia pairs low filing costs with no business franchise tax and a single, flat corporate income tax rate, which keeps planning simple for a company operating there.
- A low $100 filing fee and a $25 yearly report, with no publication requirement to pad the bill.
- No business franchise tax, which West Virginia phased out and eliminated in 2015.
- A flat 6.5% corporate income tax, one rate that is easy to plan around.
If you plan to raise venture capital, investors will most likely want a Delaware C-corp. If you will run the business in West Virginia and not raise venture money, forming in West Virginia avoids registering and paying in two states.
Step 1: Choose and Reserve Your Corporate Name
- Include a corporate designator such as "Inc.", "Incorporated", "Corporation", or "Corp."
- Search the Secretary of State's business database to confirm the name is available and different from existing entities.
- West Virginia lets you reserve a name for 120 days by filing Form NR-1 for $15 if you are not ready to file.
Step 2: Appoint a West Virginia Registered Agent
Every West Virginia corporation must name a registered agent with a physical West Virginia street address, available during business hours to receive legal and state documents.
- The agent can be a person or a company, but needs a real West Virginia address, not a PO box.
- The address is public record, so many owners use a commercial service.
- A commercial agent commonly costs $50 to $150 a year.
Step 3: File Your Articles of Incorporation
The Articles of Incorporation is the filing that legally creates your corporation. In West Virginia you file it with the Secretary of State, online through the One Stop Business Portal.
- It lists the corporate name, registered agent, principal office, and the number of shares the corporation is authorized to issue.
- The fee is $100.
- Once the state accepts it, your corporation exists and its compliance calendar begins.
One extra step catches people out. Filing your Articles does not register you with the tax authority, so West Virginia requires a separate $30 Business Registration Certificate from the State Tax Department before you operate.
Step 4: Adopt Corporate Bylaws
Bylaws are the internal rulebook for how the corporation is run. They are not filed with the state, but a corporation is expected to have them, and banks and investors often ask to see them.
- They set out how directors and officers are elected, how meetings and votes work, and how shares are handled.
- They stay with your records, not with the Secretary of State.
- Skipping them weakens the separation between you and the corporation that liability protection depends on.
Step 5: Appoint Directors and Hold the Organizational Meeting
A corporation is run by a board of directors, who appoint the officers that handle day-to-day work. Right after formation, the incorporator or initial directors hold an organizational meeting, or sign a written consent in place of one.
- Appoint the initial board and elect officers (usually at least a president, secretary, and treasurer; one person can hold several roles).
- Adopt the bylaws and authorize the issuance of stock.
- Keep signed minutes or the written consent with your records.
Step 6: Authorize and Issue Stock
Issuing stock is how founders get their ownership, and it is easy to rush. The board authorizes shares, then the corporation issues them to the founders and any early shareholders.
- Issue shares to each founder and record what they paid (cash, property, or services).
- Keep a stock ledger, a running record of who owns how many shares.
- Deliver stock certificates or record the issuance electronically, per your bylaws.
The 83(b) election, and its 30-day deadline: if your founder shares vest over time, you generally have 30 days from the grant date to file an 83(b) election with the IRS.
It lets you be taxed on the small value at grant instead of the higher value as the stock vests. The 30-day window cannot be extended, and missing it can be expensive.
Step 7: Get an EIN, Even Without an SSN
An EIN is your corporation's federal tax ID, needed to file taxes, run payroll, and open a bank account. It is free from the IRS.
- With an SSN or ITIN, apply online and get the EIN in minutes.
- Without an SSN or ITIN, apply on Form SS-4 by phone, fax, or mail.
- The EIN is always free; you never pay the IRS for one.
Open a US Business Bank Account
Once you have the EIN, open a dedicated business bank account before money moves through the corporation.
- Keeping corporate and personal funds separate protects the liability shield; mixing them is a common reason courts pierce it.
- Banks usually ask for the filed Articles of Incorporation, the EIN letter, and often the bylaws or a board resolution.
- A separate account also makes bookkeeping and the corporate tax return simpler.
If Your West Virginia C-Corp Is Foreign-Owned
A West Virginia C-corp that is 25% or more owned by a non-US person has an extra federal filing that many international founders miss.
- The corporation files Form 5472 with its annual Form 1120 to report transactions with the foreign owner, such as money put in or paid out for services.
- It is required every year there are reportable transactions, even with little or no profit.
- The penalty is steep: a missed or late Form 5472 starts at $25,000 per form, per year.
Handle West Virginia's Ongoing Compliance
West Virginia keeps the yearly load light. Two things matter: the annual report and the corporate income tax.
The $25 Annual Report
- Every West Virginia corporation files an annual report with the Secretary of State for $25, plus a $1 convenience fee if filed online.
- It is due between January 1 and June 30 each year following the year you register, and you can file it through the One Stop Business Portal.
- Miss the June 30 deadline and a late penalty applies from July 1; continued non-filing can cost your good standing and eventually lead to administrative dissolution.
West Virginia Corporate Income Tax (6.5%)
- West Virginia charges a flat 6.5% corporation net income tax on West Virginia net income.
- It is filed with the West Virginia Tax Division, separate from the federal Form 1120, and the state charges no business franchise tax.
- Federally, the corporation files Form 1120 and pays 21% corporate tax, due the 15th day of the 4th month after year-end.
How Much Does It Cost to Start a C-Corp in West Virginia?
| What you pay | Amount | When |
|---|---|---|
| Articles of Incorporation filing | $100 | One time, at formation |
| Business Registration Certificate | $30 | One time, before you operate |
| Registered-agent service (optional) | ~$50 to $150 a year | Yearly, if you use one |
| Annual report | $25 | Yearly, between January 1 and June 30 |
| West Virginia corporate income tax | Flat 6.5% of West Virginia net income | Yearly |
| Federal corporate tax | 21% of profits | Yearly, with Form 1120 |
How Long Does It Take to Start a C-Corp in West Virginia?
- Standard processing of the Articles usually runs around 5 to 10 business days, with expedited options for an added fee, so treat the standard range as an estimate.
- The EIN follows: minutes online with an SSN or ITIN, or same day to several weeks by Form SS-4 without one.
- Bylaws, the organizational meeting, and issuing stock happen right after the state approves the filing, and the $30 Business Registration Certificate is required before you operate.
Common Mistakes to Avoid
- Forgetting the separate $30 Business Registration Certificate from the State Tax Department, required before the corporation can operate.
- Missing the June 30 annual report deadline, which triggers a late penalty and, if it continues, administrative dissolution.
- Missing the 30-day 83(b) deadline on vesting founder stock.
- Overlooking Form 5472 if the corporation is 25% or more foreign-owned.
- Using a PO box for the registered agent, which West Virginia does not accept.
How FinStackk Helps
FinStackk is an accounting and tax compliance platform for U.S. businesses, taking you from incorporation through ongoing accounting, tax, and compliance in one place.
We handle West Virginia C-corp formation, from the Articles of Incorporation through the EIN, through Fin-Start, including the West Virginia registered agent.
Once the corporation exists, Fin-Tax keeps the federal Form 1120 deadline, estimated taxes, and the West Virginia 6.5% corporate income tax on a proactive calendar. Complyy tracks the $25 annual report and your registered-agent renewal. Book a free demo to see them in action.
FAQ
How much does it cost to start a C-corp in West Virginia?
It costs $100 to file the Articles of Incorporation, plus a separate $30 Business Registration Certificate from the State Tax Department before you operate. Add a registered-agent service (about $50 to $150 a year) if you use one. The main recurring items are the $25 annual report and the flat 6.5% corporate income tax.
When is the West Virginia annual report due?
The annual report costs $25, plus a $1 convenience fee if filed online, and it is due between January 1 and June 30 each year following the year you register, through the One Stop Business Portal. Miss the June 30 deadline and a late penalty applies from July 1; continued non-filing can cost your good standing and eventually lead to administrative dissolution.
Does a West Virginia C-corp pay state income tax?
Yes. West Virginia charges a flat 6.5% corporation net income tax on West Virginia net income, filed with the West Virginia Tax Division. That is in addition to the 21% federal corporate tax on Form 1120. There is no business franchise tax, which the state eliminated in 2015.
Is it better to form a C-corp or an LLC in West Virginia?
An LLC is simpler and taxed once, which suits many small businesses, and West Virginia's filing fees are low for both. A C-corp makes sense if you plan to raise venture capital, keep earnings in the business, or want multiple classes of stock. A C-corp is taxed twice, once at the corporate level and again on dividends.
Should I form my C-corp in West Virginia or Delaware?
If you plan to raise venture capital, Delaware is what investors expect. If you will operate in West Virginia and not raise venture money, forming here is cheaper and avoids registering and paying in two states, since a Delaware corporation doing business in West Virginia still has to register and pay here. Choose based on where you operate and whether you will raise money.
Can a non-US resident start a West Virginia C-corp?
Yes. West Virginia sets no citizenship or residency requirement to own a corporation. You will need a West Virginia registered agent and an EIN, which you apply for on Form SS-4 without an SSN. If a non-US person owns 25% or more, the corporation also files Form 5472 with its Form 1120 every year, with a $25,000 minimum penalty for missing it.