Miscellaneous Business Filings
At some point during the existence of a company changes will occur. Some of those changes will require a filing with the Office of Secretary of State. In most cases, this office provides forms that meet minimum state law requirements. These forms are available on the index of Forms for Business and Licensing.
When a company formed or qualified in the Secretary of State's Office decides to cease doing business a filing is required to be submitted. Failure to file the required application can result in an administrative dissolution or revocation of your company and continued tax assessments.
Corporations, business trusts, and voluntary associations must file a dissolution or withdrawal application with this office. The Secretary of State will then request a release from the following state agencies: Employer Coverage Unit (Workers' Compensation), WorkForce WV (Unemployment Compensaton), and State Tax Department. The dissolution or withdrawal is not complete and the final certificate of dissolution or withdrawal will not be issued by Secretary of State until all releases have been received from these state agencies. The entire process may normally take up to ninety (90) days. However, this process may take up to two (2) or more years depending on the entity's status with these other state agencies.
Limited liability companies and limited partnerships must file a termination or cancellation application with this office. A release from other state agencies is not requested.
When a company changes its structure, purpose or name, an amendment must be filed. A form is provided that meets the minimum state law requirements for domestic entities wishing to make these changes. Foreign entities are required to provide a certified copy of the filing that was approved by the domestic state.
When the address, officers or agent of a company change, those changes must be recorded with the Secretary of State's Office using form AAO. Keeping this information updated allows the company to receive the necessary correspondence for filing and licensing requirements with this office and other state agencies.
When two or more entities combine, or merge, a merger document must be filed with Secretary of State accompanied by the required merger filing fee(s) [see Fee Schedule]. Merger documents must be prepared by the company or a representative of the company, such as an attorney. See the West Virginia Code for specific merger requirements for each company type.
When an entity converts from one type of business structure to another type (ex: from a corporation to a limited liability company), conversion documents must be filed with Secretary of State accompanied by the required conversion filing fee [see Fee Schedule]. The Secretary of State makes available for certain types of conversions standardized forms to file the conversion. However, West Virginia Code does not permit all business structures to simply convert from one business structure to another. In these cases, the existing registered business must first file the necessary dissolution, withdrawal or cancellation documents and pay any required associated fee in addition to filing the new charter documents and paying the new business registration fee associated with that type of business structure.
However, West Virginia Code does not permit all business structures to simply convert from one structure to another through one single step. In these cases, the existing registered business must first file the necessary dissolution, withdrawal or cancellation documents and pay any required associated fee in addition to filing the new charter documents and paying the new business registration fee associated with registering the new type of business structure.
Contact the Business and Licensing division at 304-558-8000 or toll free at 1-877-826-2954 or send email to firstname.lastname@example.org for further assistance with filing a merger and/or conversion.
When an entity desires to use a business name other than the name under which the company was formed, an application for Trade Name must be filed with the Secretary of State's Office. This is commonly referred to as an 'assumed name' or a DBA (doing business as) name. This office provides a form that meets minimum state law requirements (form NR-3). A form is also available to withdraw a trade name (form NR-4). Online filings is also available at Business4WV.com.