Foreign qualification with the Secretary of State in West Virginia is the process by which a business entity that was originally formed in another state obtains permission to operate in West Virginia. This involves submitting the necessary paperwork and fees to the Secretary of State's office in order to legally conduct business in the state.
There are 4 different ways to foreign qualify in West Virginia depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in West Virginia or use Mosey to do it.
Use Mosey to register with the Secretary of State in West Virginia.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
West Virginia Foreign Registration for Corporation
Foreign nonprofit entities “transacting business” in West Virginia must register with the Secretary of State and must indicate its initial nonprofit activity. West Virginia provides a non-exhaustive list of activities that do not constitute “transacting business” in lieu of defining “transacting business.” The filing fee is $25.
Obtain a Certificate of Existence
West Virginia requires a Certificate of Existence or Good Standing from your home state dated during the tax year in which you are applying in West Virginia.
Establish a Registered Agent
You must continually maintain a registered agent in Wisconsin to accept service of process at your principal office in Wisconsin.
Complete Your Registration
Download and complete the Articles of Incorporation With Nonprofit IRS Attachment.
Submit Your Registration Materials
Mail your completed registration form with appropriate attachments and filing fee to the Business Division of the Secretary of State.
West Virginia Foreign Registration for LLP
Before conducting business in West Virginia as a foreign limited liability partnership, you are required to file a Statement of Registration of Domestic or Foreign Limited Liability Partnership (Form LLP-1) with the Secretary of State. West Virginia provides a non-exhaustive list of activities that constitutes “transacting business.”
Establish a Registered Agent
You must continually maintain a registered agent in West Virginia to accept service of process. Your registered agent can be an individual who resides in West Virginia or a company registered with the Secretary of State that has a business office in West Virginia.
Obtain Liability Insurance
You must carry at least $1 million of liability insurance at all times that covers the partners and partnership for of omissions, negligence, wrongful acts, misconduct and malpractice.
Create One Stop Business Account
If you have not already done so, create a user account with the West Virginia Business Portal to manage filings and fees online.
File Statement of Registration
Log in to your West Virginia Business One Stop account to file a Statement of Registration of Domestic or Foreign Limited Liability Partnership (Form LLP-1) and pay the filing fees with the Secretary of State online.
West Virginia Foreign Registration for LLC
Before conducting business in West Virginia as a foreign limited liability company, you are required to obtain a Certificate of Authority from the Secretary of State. Like many states, West Virginia provides a non-exhaustive list of activities that do not constitute “transacting business” in lieu of defining “transacting business."
Establish a Registered Agent
You must continually maintain a registered agent in West Virginia to accept service of process. Your registered agent can be an individual who resides in West Virginia or a company registered with the Secretary of State that has a business office in West Virginia.
Obtain a Certificate of Existence
West Virginia requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home to state dated within the current tax year to be included as part of your Application for Certificate of Authority.
Submit Your Application for Certificate of Authority
You may file your Application with an uploaded Certificate of Existence online through your WV One Stop account or by mail.
West Virginia Foreign Registration for Professional Corporation, Corporation
Before conducting business in West Virginia as a foreign corporation, you are required to obtain a certificate of authority from the Secretary of State. Like many states, West Virginia provides a non-exhaustive list of activities that do not constitute “transacting business” in lieu of defining “transacting business." Additionally, a foreign corporation is “transacting business” in West Virginia if it: (a) Makes a contract to be performed by an party in the state, (b) Commits a tort within the state, or (c) Manufactures, sells, offers for sale or supplies any product in a defective condition that causes injury to person or property within the state.
Establish a Registered Agent
You must continually maintain a registered agent in West Virginia to accept service of process. Your registered agent can be an individual who resides in West Virginia or a company registered with the Secretary of State that has a business office in West Virginia.
Obtain a Certificate of Existence
West Virginia requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home to state dated within the current tax year to be included as part of your Application for Certificate of Authority.
Submit Certificate of Authority Application
File your Application with an uploaded Certificate of Existence online through your WV One Stop account or by mail.
What else do I need to know?
Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.
Maintaining a Registered Agent
Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in West Virginia.
Annual Reports and Taxes
In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in West Virginia.
