How to Form an S Corporation in West Virginia


If you’re considering forming an S corporation in West Virginia, there are several important steps to take. An S corporation is a popular business entity that can help you avoid double taxation on the profits of your company while enjoying the flexibility of an LLC or C corp.

Choose a Name for your Corporation

Once you have decided on the type of business entity you want to start, it’s time to choose your corporation’s name. Your business name must include the word “corporation,” “incorporated” or “limited,” or an abbreviation of one of those words. It is also important that your chosen name be unique and not misleading to potential customers. Additionally, the West Virginia Secretary of State has rules which prevent names from being too similar to other business entities already in existence within their state; so if you plan on forming an S Corporation in West Virginia, make sure that the corporation name you choose does not infringe upon another company’s trademarked logo or slogan.

Finally (and perhaps most importantly), there are several reserved phrases within West Virginia that cannot be used as a company name because they are considered too generic for private business use (e.g., “West Virginia,” “State University,” etc.).

Name a Registered Agent

Forming an S corporation in West Virginia requires you to name a registered agent. The state requires every corporation to have a registered agent, who is an individual at least 18 years of age and a West Virginia resident. Registered agents can be individuals or businesses that are authorized by the state to accept service of process on behalf of the corporation.

File your Articles of Incorporation with the Secretary of State

To file your Articles of Incorporation with the Secretary of State, you will need to:

  • Pay the applicable filing fee. The amount varies by type of entity and number of shares issued.
  • Visit the West Virginia Secretary of State website for more information about how much it costs to form an S corporation in West Virginia.
  • You can pay by credit card (Visa or MasterCard), check or money order, which can be mailed directly to them or taken in person during business hours at their office in Charleston.
  • Send all other required forms and documents in order for your business name to be legally registered as a corporation. You may have already done this when you filed your articles with them; if not, they will send you directions on what else needs to be provided.

Create Corporate Bylaws

Once you’ve formed your corporation, it’s time to create corporate bylaws. A set of bylaws is an internal rulebook that stipulates how your business should operate. They’re like a constitution for your company.

The purpose of corporate bylaws is twofold:

  • To protect the corporation from liability and help it run smoothly (for example, by defining what happens if someone quits or gets fired).
  • To keep shareholders in line, so they don’t act out of turn at meetings or try to seize control of the corporation without cause. In short: The idea is that if everyone knows what’s expected of them ahead of time, there won’t be any surprises later on down the road!

Hold an Initial Board Meeting

  • Set a meeting time and location.
  • Make sure that all members can attend, and confirm the date, time and location with them in advance.
  • Discuss what your goals are as an S corporation, and how you plan to achieve them:
  • What kind of products or services do you want to provide?
  • How will you market your business?
  • Discuss how conflicts will be handled:
  • How will dissenting opinions be expressed?
  • Will there be voting procedures for decisions that must be made?

Appoint Officers and Open a Bank Account

  • Appoint officers to the corporation. A corporation has two types of officers: directors and officers. Directors, also known as board members, serve a similar purpose to shareholders, who are granted voting rights regarding major decisions affecting the business. Officers are responsible for carrying out these decisions and other tasks related to running a company.
  • Open a bank account in the company’s name. An S corporation must have an operating account that enables it to pay taxes and other expenses on behalf of its shareholders without having them file personal tax returns in addition to their corporate ones.

Comply with Internal Revenue Service Regulations

To receive federal tax treatment as an S Corp, you must file Form 2553 with the IRS. In other words, there are two forms: one to elect S Corporation status (Form 2553), and another to file your taxes (Form 1120S).

The first step is to fill out Form 2553 and submit it to the IRS by mailing or faxing it along with a check for $25.00 USD. You will also need to complete all necessary information on Form 1120S based on your income from last year’s activities within this new business venture; consult an accountant if needed


If you are interested in forming an S corporation, contact your West Virginia business attorney as soon as possible. An attorney can help you navigate the process of forming an S corporation and make sure that everything is done correctly.

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