Are you ready to stop doing business with your West Virginia corporation, but you’re not sure how the official dissolution process works?
The state of West Virginia requires corporations to file documentation of a dissolution, which can differ depending on a couple of key factors. What are these factors, and what does the dissolution process include? In this guide to dissolving a West Virginia corporation, we’ll break down all the relevant details.
If at any point you need help, you can use a service like Incfile or Northwest Registered Agent to handle the process for you.
Guru Tip: Most company formation services are also able to dissolve your entity for a small fee. They’ll take care of the paperwork so you can move on. Two popular options are LegalZoom and Incfile.
What Does It Mean to Dissolve a Corporation?
In any state, there is a series of steps that needs to be followed in order to properly dissolve a corporation. While this process does vary some from state to state, for the most part it’s necessary to follow this basic plan (unless your corporation has not yet issued shares or started doing business, which we’ll get to shortly):
- Hold a board of directors meeting and formally move to dissolve your corporation. The resolution to dissolve must be agreed upon by a majority of the corporation’s directors. Depending on your corporation’s structure, you may then need to take the vote to your shareholders. Either way, it’s important to take detailed records of this process for your corporate record.
- Fill out and file the Articles of Dissolution with the West Virginia Secretary of State.
- Fulfill all tax obligations with the state of West Virginia, as well as with the IRS.
- Cancel any relevant licenses and permits, along with closing your business bank account.
- Notify customers, vendors, and creditors of your dissolution.
Most of these steps are fairly self-explanatory, but where many corporation owners run into some confusion is when it comes to the Articles of Dissolution. With that in mind, let’s dive into the details of this step.
How to Dissolve a West Virginia Corporation by the Board of Directors
Most corporations must be dissolved by the board of directors, and we discussed the necessity of holding a meeting to reach this resolution in the previous section.
In the state of West Virginia, you’ll need to fill out and file a document known as the Articles of Dissolution of a Voluntary Dissolution. This form requires the following information:
- Name of your corporation
- Date of dissolution authorization
- Current name and address of the registered agent (in case service of process is necessary)
- If the dissolving corporation has issued shares, an indication that the shareholders approved the dissolution
- Name and phone number of a contact person for the filing
- Signature of an authorized officer of the corporation
Once you’ve finished filling out your Articles of Dissolution, you’ll need to pay the $25 filing fee. You can pay by cash (drop-in only), money order or check made payable to the “West Virginia Secretary of State,” credit card, or by direct deposit. Then mail or drop of your form and payment to one of the following addresses:
Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
You can expect the processing time to require about 5-10. Unlike some other filings, West Virginia does not offer expedition for dissolution of a corporation.
How to Dissolve a West Virginia Corporation by the Incorporators
Sometimes, entrepreneurs need to dissolve their corporation before shares are issued or any business is transacted. In this situation, the incorporator will need to take responsibility for dissolving the corporation.
Instead of the Articles of Dissolution form, an incorporator will need to fill out and file the Articles of Dissolution of a WV Corporation Never Commencing Business. This form requires less specific info than the Form DIS, as it only includes the following:
- Name of your West Virginia corporation
- Date of incorporation
- Affirmation from the signing officer that:
- The corporation has not commenced business and/or none of the shares have been issued
- No debts remain unpaid
- Any assets of the corporation have been distributed
- A majority of the board of directors have voted to dissolve
- Name and phone number of contact person
- Signature of authorized officer or chairman of the board
Just like with the voluntary dissolution, you’ll also need to pay a $25 filing fee (plus $15 if you want a certified copy). A check (made payable to the West Virginia Secretary of State) is preferred, but you can also pay by money order, credit card, cash (drop-in only), or a direct deposit. The form and payment can go to the same addresses:
Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Finally, this form has the same 5-10 processing time.
What Else Do I Need to Know About Dissolving a Corporation in West Virginia?
Filing the Articles of Dissolution does not immediately make your corporation dissolved. Although the form is processed within 5-10 business days, the process of actually closing can take as long as two years. Here’s why: the Secretary of State treats the Articles of Dissolution as an application for dissolution. The corporation will not actually be dissolved until the Secretary of State receives clearances from the West Virginia State Tax Department, the Employer Coverage Unit, and the Department of Employment Security.
Once the corporation receives these clearances, it will issue a Certificate of Dissolution to you. Only then is your business completely dissolved. At that point, your name becomes available for other businesses to use.
There’s also the issue of administrative dissolutions to discuss. This is when the state dissolves your corporation without you requesting that they do so. This can happen if you fail to file your annual report within 60 days of the due date. The same applies if you fail to inform the state of changes with your registered agent.
Reinstatement is possible, but it can be a real hassle. You must complete the reinstatement process within two years. To do so, you must write up an application including statements that you have tax clearance and that the issues causing the dissolution have been resolved. You’ll also need to pay any delinquent fees, including missing annual reports. Once the state approves your application, you can resume business as if the dissolution never happened.
Conclusion
The process to dissolve a West Virginia corporation that has not distributed shares or transacted business is very simple, but if you have completed either of those steps, the process is more time-consuming.
Either way, it’s crucial that you complete each step discussed in this guide accurately, because you certainly don’t want to run into any issues with the dissolution process.
We hope this guide helped you answer any questions you might have had about dissolving a West Virginia corporation!