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 Business Structure

The Secretary of State's Office can advise you on the type of business structures available, however, we cannot advise you on which structure to form. Deciding on the appropriate business structure should be made in consultation with an attorney or accountant specializing in business organizations if you are having difficulty making a decision. Consideration must be given to issues regarding taxes, liability issues, management structure, and the ability to transfer ownership. Filing with the Secretary of State is the first step when forming a legal entity. After forming the legal entity, all entities must apply for a business registration with the State Tax Department.

Generally, businesses are structured in one of the following forms:

Sole proprietorship:
The simplest type of business structure is the sole proprietorship. In a sole proprietorship, a single individual engages in a business activity without creating a legal entity. There is no filing requirement with the Secretary of State's Office, however, a business registration must be filed with the State Tax Department.


General partnership:
A general partnership is created when two or more persons associate to carry on a business for profit. A partnership generally operates in accordance with a partnership agreement, but there is no requirement that the agreement be written and there is no filing with the Secretary of State's Office. A business registration must be filed with the State Tax Department.


Corporation:
A West Virginia corporation is formed by filing articles of incorporation with the West Virginia Secretary of State. This office provides a form that meets minimum state law requirements. Online filing is available at Business for West Virginia.

A corporation is a legal entity having limited liability, central management, perpetual duration, and transferability of ownership interests. The owners of a corporation are shareholders. The persons who manage the affairs of a corporation are called directors, and they can elect officers if they so choose.

A corporation can be profit or nonprofit. However, depending on the business activities of a nonprofit corporation, registration as a charity may also be required. The internal affairs are regulated by by-laws which are not required to be filed with the Secretary of State. Profit corporations are governed by West Virginia Code Chapter 31D. Nonprofit corporations are governed by West Virginia Code Chapter 31E.


Limited Liability Company:
A West Virginia limited liability company (LLC) is formed by filing articles of organization with the West Virginia Secretary of State. This office provides a form that meets minimum state law requirements. Online filing is available at Business for West Virginia.

The limited liability company is a distinct type of profit entity in that it has the powers of both a corporation and a partnership. Depending on the structure of the limited liability company, it may be similar to a general partnership having limited liability for the partners, or to a limited partnership in which all of the partners can participate in management and all have limited liability. Otherwise, it can be similar to an “S” corporation without the ownership and tax restrictions imposed by the Internal Revenue Code. 

The ownership of an LLC lies with the members.  A member can be an individual, partnership, corporation, trust, and any other legal entity. An LLC can be managed by its members or managed by managers. The management structure and the duration must be stated in the articles of organization.

The internal affairs are regulated by a written or oral operating agreement, which is not required to be filed with the Secretary of State. Limited liability companies are governed by West Virginia Code Chapter 31B.


Limited Partnership:
A West Virginia limited partnership is formed by filing a certificate of registration with the Secretary of State. This office provides a form that meets minimum state law requirements. Online filing is available at Business for West Virginia.

A limited partnership is formed by two or more persons who act as one or more general partners and one or more limited partners. The internal affairs are regulated by a written or oral partnership agreement, which is not required to be filed with the Secretary of State. Limited partnerships are governed by West Virginia Code Chapter 47 Article 9


Limited Liability Partnership:
A West Virginia registered limited liability partnership is formed by filing a statement of registration with the Secretary of State. This office provides a form that meets minimum state law requirements. Online filing is available at Business for West Virginia

A partnership can file as a registered limited liability partnership to limit the liability of its general partners. One million dollars of insurance, which covers the partners and the partnership, must be carried at all times.

The internal affairs are regulated by a partnership agreement, which is not required to be filed with the Secretary of State. Registered limited liability companies are governed by West Virginia Code Chapter 47B Article 10.


Voluntary Association:
A West Virginia voluntary association is formed by filing articles of voluntary association with the Secretary of State. This office provides a form that meets minimum state law requirements. Online filing is available at Business for West Virginia.

A voluntary association is formed for the purpose of conducting business, whether profit or nonprofit, but does not include an organization formed as an unincorporated nonprofit association. A statement of consent and recognition of the application of the laws of the State of West Virginia with respect to corporations to the voluntary association is required as part of the application.

The internal affairs are regulated by an agreement of association, which is required to be filed with the Secretary of State, if one exists. Voluntary associations are governed by West Virginia Code Chapter 47 Article 9A.


Business Trust:
A West Virginia business trust is formed by filing an application for business trust and the declaration or agreement of trust with the Secretary of State. This office provides a form that meets minimum state law requirements for the application. Online filing is available at Business for West Virginia.

A business trust is commonly referred to as a Massachusetts Trust and is formed by persons who have organized together for the transaction of business under the provisions of a declaration of trust or agreement of association.  A statement of consent and recognition of the application of the laws of the State of West Virginia with respect to corporations to the business trust is required as part of the application.

The internal affairs are regulated by a declaration or agreement of trust, which is required to be filed with the Secretary of State. Business Trusts are governed by West Virginia Code Chapter 47 Article 9A.


Unincorporated Non-Profit Association:
A West Virginia unincorporated nonprofit association is required to file a statement appointing an agent authorized
to receive service of process with the Secretary of State. This office provides a form that meets minimum state law requirements. Online filing is available at Business for West Virginia.

An unincorporated non-profit association consists of members and is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.
Unincorporated Non-Profit Associations are governed by West Virginia Code Chapter 36 Article 11.

Access Business Organization Forms

Access West Virginia Business Code