The West Virginia Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit which is not a foreign corporation under the rules of the state of West Virginia. One or more persons may act as the incorporator or incorporators of a corporation. Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation. Each corporation shall maintain a registered office and registered agent in the state of Wisconsin. The registered office may be any of its places of business.
Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. Name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.
The corporate existence of a corporation begins when the articles of incorporation is filed with the Secretary of the State. After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with the articles of incorporation of the corporation or with the laws of the state of West Virginia.
All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the state of West Virginia or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.
A corporation may hold the annual shareholders’ meeting in or outside the state of West Virginia at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office. Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.
To learn more about West Virginia corporations, please visit the Virginia Secretary of State Business Division website.