Form a S-Corp in West Virginia
Everything you need to know about forming a S-Corp in West Virginia. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique business name that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Corp.,' or 'Inc.' Verify name availability using the West Virginia Secretary of State's online business name search tool at OneStop.wv.gov.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in West Virginia — a P.O. Box is not acceptable. The agent must be available during normal business hours to receive legal and official documents on behalf of the corporation.
1-2 hours
File Articles of Incorporation
Prepare and file Articles of Incorporation with the West Virginia Secretary of State. The document must include the corporate name, registered agent information, number of authorized shares, and incorporator details. File online via OneStop.wv.gov or by mail with a $65 filing fee.
1-2 hours
Obtain a Business Registration Certificate
Register your corporation with the West Virginia State Tax Department by filing a Business Registration Application (Form WV/BUS-APP) and paying the $30 registration fee. This certificate is required before conducting business in the state.
1-2 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Elect S-Corporation Status with the IRS — File IRS Form 2553 (Election by a Small Business Corporation) to elect federal S-Corporation tax treatment. All shareholders must sign the form, and it must be filed no later than 2 months and 15 days after the beginning of the tax year in which the election takes effect.
- •Adopt Corporate Bylaws and Hold Organizational Meeting — Draft corporate bylaws to govern internal operations, including shareholder and director roles, meeting procedures, and stock issuance rules. Hold an initial organizational meeting of the board of directors to adopt bylaws, appoint officers, and issue stock.
- •Obtain EIN and Open a Business Bank Account — Apply for a federal Employer Identification Number (EIN) through the IRS website at no cost. Use the EIN to open a dedicated business bank account, establish payroll if applicable, and maintain separation between personal and business finances.
Advantages
- ✓Pass-through taxation avoids federal double taxation, with profits and losses reported on shareholders' personal returns rather than at the corporate level.
- ✓Shareholders who are active in the business may reduce self-employment tax liability by splitting income between reasonable salary and S-Corp distributions.
- ✓West Virginia does not impose a state-level franchise tax on S-Corporations, lowering ongoing tax obligations compared to some other states.
- ✓Provides strong liability protection, shielding shareholders' personal assets from corporate debts and legal judgments when corporate formalities are maintained.
Considerations
- •S-Corporation status comes with strict IRS eligibility restrictions: limited to 100 shareholders, only one class of stock, and shareholders must be U.S. citizens or permanent residents.
- •Corporate formalities such as holding annual meetings, maintaining minutes, and adhering to bylaws are legally required and can be administratively burdensome for small business owners.
- •West Virginia S-Corporations must still file state informational returns and ensure shareholders pay state income tax on their allocated share of income, adding compliance complexity.
Annual Obligations
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