How to Start a Incorporated Nonprofit Organization in West Virginia. To start Unincorporated Nonprofit Organization in WV read: How to start an unincorporated nonprofit organization
You can also consider downloading Nonprofits for Dummies that takes you step-by-step through the entire process of starting and running a nonprofit organization in West Virginia.
Starting a Nonprofit organization in West Virginia is governed by chapter 31E of West Virginia code titled ‘West Virginia Nonprofit corporation act”.
Purpose for which the nonprofit organization may be started
Section 301, Article 3 of the West Virginia Nonprofit corporation act restricts the scope of this Act to starting of organization with the purposes of acting on –
animal husbandry, athletic, agricultural, benevolent, charitable, civic, cultural, educational, eleemosynary, fraternal, horticultural, literary, patriotic, political, religious, social, scientific, and professional commercial, industrial or trade association.
Eligibility for starting a nonprofit organization in West Virginia
1) Incorporator – one or more natural person can act as the incorporator of the nonprofit organization. Corporate entities cannot be incorporators in West Virginia.
2) Registered agent – A person resident of West Virginia (having street address of state) must act as the registered agent of the organization. The function of registered agent is to act as an agent of the organization to receive all notices and demands on its behalf. This address is also called the ‘registered office’ address of the organization.
3) Registered office address – The registered office address may but need not be the same as the principal business address of the organization.The principal place of business for a nonprofit organization can be situated outside West Virginia.
4) Minimum number of directors – The minimum number of directors for a West Virginia nonprofit organization is three (3). Directors need not be residents of West Virginia.
Steps Involved in starting a nonprofit organization in West Virginia
Step1) Choosing a name for the nonprofit organization
Section 401, article 4 of this chapter prescribes the following guidelines for naming a West Virginia nonprofit organization –
(1) The name MUST contain the suffix “incorporated,” “company,” “corporation,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words in another language with a similar import. The suffix “foundation” can be used only if specific permission is obtained.
(2) The meaning of the name should not state or imply a purpose different from the allowable purposes as mentioned above.
(b) The name of a nonprofit organization must be distinguishable from the name of any other entity on records of the secretary of state. A non binding name availability check can be conducted in the West Virginia organization database.
Additional recommended read: Naming a nonprofit – tips and rules. (opens in a new window)
Step 2) Drafting the Articles of incorporation
An article of incorporation is the main organizing document for setting up a nonprofit organizations. The article contains information about the constitution and policies of the organization.
As per §31E-2-202 of the code of West Virginia, the article of Incorporation of a nonprofit organization incorporated in the state MUST include :
(1) A corporate name as per satisfies the requirements mentioned above.
(2) A statement that the corporation is nonprofit and that the corporation may not have or issue shares of stock or make distributions;
(3) Whether or not the organization will have members and if yes, the class, designation, eligibility for membership and powers and duties of each class of members should be mentioned.
(4) Valid mailing address of registered office of the organization and the name the initial registered agent who would be generally available at this office.
(5) The name and address of all the incorporators of the nonprofit organization.
(6) The mailing address of the principal business office of the nonprofit organization.
(7) An e-mail address for mailing of notices and reminders. This may be excluded in case of technical inability in complying.
Optional Provisions in the Articles
Additionally the Articles of Incorporation may include:
(1) The names and addresses of the directors of the organization.
(2) Any other provisions that are not inconsistent with law and are desired to be included.
Download sample article of incorporation for West Virginia nonprofit
The office of secretary of states, West Virginia has prescribed a sample article of incorporation format for West Virginia nonprofit organization . (Click to download).
Please note that this format confirms to the requirements of state authorities but has bare minimum clauses. Accordingly, any desired clause will have to be added.
Step 3) Executing & submitting the article of Incorporation
a) Executing the documents:
Duly filled in Article of Incorporation should be printed on blank white sheet of paper and signed by all the incorporators of the organization.
A duplicate copy of the article for the records of the nonprofit organization must also be prepared which will act as the organization’s copy of evidence of the incorporation.
b) Filing fee:
The fee payable for starting a nonprofit corporation in West Virginia is $25.00 (registration fee)+ $15.00 (for obtaining a certified copy-optional).
The fee is payable in the name of “WV Secretary of State”.
d) Where to file:
The Article of Incorporation (in duplicate copies) duly signed along with the filing fee can be sent to –
Secretary of State Corporations Division
1900 Kanawha Blvd E. Tel: (304)558-8000
Bldg 1, Suite 157-K Fax: (304)558-8381
Charleston, WV 25305
Queries any regarding incorporating a nonprofit organization in West Virginia can be discussed at (304)558-8000.
Time required – Incorporating a Non profit organization in West Virginia can be completed in 3-7 days time from the date the article is delivered.
Online filing – West Virginia also offers facility for online filing.
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