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Fill Out a Valid West Virginia Cf 1 Template

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In the bustling state of West Virginia, businesses seeking to formalize their presence encounter the CF-1 form, a cornerstone in the establishment process guided by the Secretary of State, Natalie E. Tennant. The form serves as an Application for Certificate of Authority, playing a crucial role for entities aiming to extend their operations within this jurisdiction. Notable for its meticulous requirement of a Certificate of Existence from the home state, the form meticulously lays out sections for home state information, principal office details, and specific West Virginia information, ensuring that businesses are well-aligned with local regulations. It distinguishes between profit and non-profit entities, mandating a fee that reflects this distinction. The form also addresses the designation of a registered agent, an indispensable requirement for maintaining an effective line of communication for legal processes. Furthermore, it opens a dialogue for the business’s purposes in West Virginia, potentially including, but not limited to, those venturing as Scrap Metal Dealers. With operational hours between 8:30 a.m. and 5:00 p.m. ET, the Corporations Division under Manager Penney Barker offers extensive support, emphasizing the importance of accuracy in submitting the CF-1 form for a smooth transition into West Virginia’s business landscape.

West Virginia Cf 1 Example

FILE ONE ORIGINAL
(Two if you want a filed stamped copy returned to you.)
FILING FEE: $100 (profit)
$50 (non-profit)
* Fee Waived for Veteran-owned corporation
Control #
***
The undersigned, having authority to transact business on behalf of a foreign (out-of-state) ***
registered entity, agrees to comply with the requirements of WV Code §31D-15 to apply for Certificate of
Authority.
1. Home State Information:
a. The name of the
corporation as it is
registered in its home state
is:
b. State of Date of Incorporation: Duration (no. yrs. or perpetual):
West Virginia Secretary of State
Business & Licensing Division
Tel: (304)558-8000 Fax:
(304)558-8381 Website:
www.wvsos.gov
APPLICATION FOR CERTIFICATE OF AUTHORITY
Form CF-1
Rev. 09/2026
c. NAIC# (if an insurance company):
CHECK HERE to indicate you have obtained and submitted with this application a
CERTIFICATE OF EXISTENCE (GOOD STANDING), dated during the current tax year,
from your home state of original incorporation as required to process your application. The
certificate may be obtained by contacting the Secretary of State's Office in the home state of original
incorporation.
State: Zip Code:
Zip Code:State:
No. & Street:
C
ity:
Street/PO Box:
City:
2. Principal Office Information:
a. Principal office address of the
corporation is:
b. Mailing address, if different
from above address:
Home state name as listed on line 1a. above, if available. (If
name is not available, check DBA Name box below and follow
special instructions under Section 3a. attached to this
application.)
DBA Name:
(See special instructions in Section 3a. regarding the Letter of
Resolution approving use of a "forced DBA Name" attached to
this application. View a sample Letter of Resolution.)
3. West Virginia Office Information:
a. Corporate name to be used in
WV:[The name must contain
one of the required
terms such as
"
Corporation," "Corp." or
"Inc." See instructions for
complete list of acceptable terms
and requirements for use of
Trade Name.]
Page 2APPLICATION FOR CERTIFICATE OF AUTHORITY
Zip Code:State:
Zip Code:State:
b. Designated (physical) office
address in West Virginia, if
any:
c. Located in the County of:
d. Mailing address in West
Virginia, if different from
above:
Zip Code:State:
No. & Street:
C
ity:
County:
Street/PO Box:
City:
Name:
No. & Street:
City:
4. Agent for Service of Process:
Properly designated person or
company to whom notice of
legal process may be sent, if
any.
7. Do you own or operate more than on
business in West Virginia?
If "Yes"... a. How many businesses?
5. E-mail address where business correspondence may be received:
6. Website address of the business, if any (ex: yourdomainname.com):
b. Located in how many West Virginia counties?
No
Decline to answer
Yes
* Answer a. and b. below.
8. a. Proposed
purpose(s) for transaction of business in West Virginia is(are): *NOTE - "Professional"
business organizations must attach to this Certificate of Authority application the Verification of Eligibility
(Form
VOE) authorized by your professional state licensing board
(
see attached instructions and CHECK
BOX
below). [In the space below, describe the type(s) of business activity which will be conducted, for
example, “agricultural production of grain and poultry,” “construction of residential and commercial
buildings." Purpose may conclude with
words “…including the transaction of any or all lawful business for
which corporations may be incorporated in West Virginia.”]
Professional business organizations: CHECK BOX indicating you have attached the state licensing
board Verification of Eligibility (Form VOE) to this Certificate of Authority application if your
profession meets the requirements as defined by Chapter 30 of the WV Code. See Section 8 of the
attached instructions for a list of professions. Your application will be rejected if the VOE signed
by the board is not attached.
YES [By checking "Yes," the applicant affirms the above purpose includes the required
statement that the organization shall be designated as a litigation financier pursuant to WV
Code §46A-6N. You are also affirming that you have included with this application an original
completed copy of the required Application for Registration as a Litigation Financier (Form
LF-1) with the associated requisite filing fee.]
b. Will the above purpose include any business activity conducted as a consumer litigation financier pursuant
to WV Code §46A-6N?
Page 3APPLICATION FOR CERTIFICATE OF AUTHORITY
Yes
[If "Yes," the corporation must be formed FOR PROFIT and the purpose(s) indicated in Section 8a.
above must include a "general public benefit" as set forth in §31F-3-301(a) of the West Virginia Code. Per
§31F-1-102(c), “general public benefit” means “a material positive impact on society and the environment
taken as a whole, as measured by a third-party standard, from the business and operations of a benefit
corporation."].
b. Officers and Directors: (add additional pages if necessary; please list all officers)
For Profit Non-Profit
10. Corporate Status
Information:
a. Corporation is organized as
(check one):
Yes
No [Proceed to Section 10.]
[If "Yes," you must complete the Scrap Metal Dealer Registration Form (Form SMD-1) and proceed to
Section 10.]
No [Proceed to Section 9.]
9. Is the business a Scrap Metal Dealer?
Officer Title
Officer Name
No. & Street Address
City
State
Zip Code
No [Proceed to Section 8c.]
c. Will the incorporation elect to be organized for purposes as a “Benefit Corporation” per West Virginia
Code §31F? ONLY applicable to "FOR PROFIT" corporations; "NON-PROFIT" corporations
CANNOT elect this status.
Yes (If "Yes," attach Form DD214)
No
CHECK BOX indicating you have attached Veteran Affairs
Form DD214
11. Is the organization a "veteran-owned" organization?
Effective JULY 1, 2015, to meet the requirements for a “veteran-owned” organization, the entity
filing the
registration must meet the following criteria per West Virginia Code §59-1-2a:
1. A “veteran” must be honorably discharged or under honorable conditions, and
2. A “veteran-owned business” means a
business that meets one of the following criteria:
o Is at least fifty-one percent (51%) unconditionally owned by one or more veterans; or
o In the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally
owned by one or more veterans.
APPLICATION FOR CERTIFICATE OF AUTHORITY
Title/Capacity of signer:
*
Important Legal Notice Regarding Signature: Per
West
Virginia
Code §31D-1-129
. Penalty for
signing false document. Any person who signs a document he or she knows is false in any material respect
and knows that the document is to be delivered to the secretary of state for filing is guilty of a misdemeanor
and, upon conviction thereof, shall be fined not more than one thousand dollars or confined in the county
or regional jail not more than one year, or both.
Important Note: This form is a public document. Please do NOT provide any personal identifiable
information on this form such as social security number, bank account numbers, credit card numbers, tax
identification or driver's license numbers.
Page 4
National Personnel Records Center
Military Personnel Records
1 Archives Drive
St. Louis, MO 63138
Toll free: 1-86-NARA-NARA or
1-866-272-6272 Phone: 314-801-0800
www.archives.gov/veterans/military-
service-records
You may obtain a
copy of your
Veterans Affairs
Form DD214 by
contacting:
Per WV Code 59-1-2(j) effective July 1, 2015, the registration
fee is waived for entities that meet the
requirements as a "veteran-owned" organization. See attached instructions to determine if the organization
qualifies for this waiver. In addition, a "veteran-owned" entity will have four (4) consecutive years of
Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m)].
12. The number of acres of land it holds or expects to hold in West Virginia is:
13. Contact and Signature Information* (See below Important Legal Notice Regarding Signature ):
Date:
a. Contact person to reach in case there is a problem with filing:
b. Print or type name of singer:
c. Signature:
Phone:
INSTRUCTIONS FOR FILING WEST VIRGINIA APPLICATION FOR CERTIFICATE OF AUTHORITY
Check for availability of the corporate name in West Virginia. Preliminary information is available by phone at
304-558-8000. To reserve your name, file an application for name reservation with a $15 fee. If approved, the name
will be held for 120 days. If an insurance company, list your NAIC number, if you have one. Insurance companies
are subject to and must adhere to the naming provisions of West Virginia Code §33-1-12.
***IMPORTANT *** Obtain a “Certificate of Good Standing” or “Certificate of Existence” (also known in some
states as a “Certificate of Status," or “Certificate of Fact), from your home state of original incorporation dated during
the current tax year. You may contact the home state of original incorporation's Secretary of State Office to obtain a
current copy of the Certificate of Good Standing (Existence).
Pursuant to West Virginia Code §33-3-3 the Secretary of State shall not issue a certificate of incorporation to any
insurance company until the West Virginia Insurance Commissioner has examined the charter of the insurance
company and approved same in writing. If the application is for a currently licensed insurance company, please submit
a copy of the Certificate of Authority issued by the West Virginia Insurance Commissioner for your current tax year.
If the application is from an insurance company with a pending license review before the West Virginia Insurance
Commissioner, please submit a copy of the written approval of the charter from the Office of the Insurance
Commissioner. Submitting a copy of the Certificate of Authority issued by the West Virginia Insurance Commissioner
or copy of the written approval of the charter, whichever is applicable, at the time of filing will avoid denial of the
application by the Secretary of State.
Complete one original application according to the instructions below. If you would like a “filed date-stamped”
copy returned to you, then submit two original applications. Incomplete applications will be returned to you for
correction.
Mail or deliver to the Secretary of State the following as a packet:
o Certificate of Existence/Good Standing, dated during the current tax year, from the original State of
Incorporation (the certificate is normally issued by the home state of formation's Secretary of State,
o Original application(s) for Certificate of Authority, signed by an officer of the corporation,
o A letter of resolution of your board of directors adopting a forced DBA Name if your home state name isn't
available in West Virginia,
o Insurance companies include a copy of the Certificate of Authority issued by the WV Insurance
Commissioner for your current tax year or a copy of the written approval of the charter from the Offices of
the West Virginia Insurance Commissioner,
o Scrap Metal Dealers
must also include a completed Scrap Metal Dealer Registration Form (Form
SMD-1
)
[per revised West Virginia Business Code §61-3-49-(b)(4)] and submit with the application.
Completing the Application
Section 1. a. The name entered here must match the name on your good standing certificate.
b. Even if your corporation is not perpetual in your home state, remember that your responsibilities for tax
reporting in West Virginia will not end until you file a certificate of withdrawal.
c. If an insurance company, list your NAIC number, if you have one.
CHECK THE BOX to indicate you have obtained and submitted with this applicatio
CERTIFICATE OF EXISTENCE (GOOD STANDING), dated during the current tax year, from
your home state of original organization as required to process your application. The certificate may
be obtained by contacting the Secretary of State's Office in the home state of original organization.
Section 2. a. The principal office address, whether it is in West Virginia or out-of-state.
b. Enter the principal mailing address, if different from principal office address.
Section 3. a. PLEASE READ CAREFULLY! More applications are rejected due to invalid name selection than any
other reason.
Is your
name available? The name of a corporation shall not be the same as, and shall be distinguishable from any
other name which has been reserved or filed. The “distinguishable” standard is defined as meaning (a) at least a one
word difference when the words are common terms and the company is or might appear to be in a similar business; or
(b) at least a word order difference between names when the different word is a proper name or an unusual term, or
when the company is clearly in a different type of business from the existing company.
o If your home state name is available, but does not include a corporate suffix such as “Inc.” or
“Corp.”…. enter your corporate name on the second line and add a corporate suffix.
o If your home state name is not available…attach a resolution of the board of directors adopting an
available fictitious name for use to transact business in West Virginia and enter the name on 3.a.
“DBA” (doing business as name).
Does your name misrepresent the purpose of your corporation? The name of a corporation may
not
contain any word or phrase which indicates or implies it is organized for any purpose other than one or
more of the purposes in its articles of incorporation.
o Banking and Insurance: Words implying the business of banking or insurance may only be used if the
corporation is authorized under the laws of this state to engage in those businesses.
o Engineering: Words such as “engineer” or “engineering” may be used only if the purpose of the corporation
is to practice professional engineering and one or more of the officers are registered in West Virginia as a
professional engineer.You must enclose with the Secretary of State's Application for Certificate of
Authority, (Form CF-1), a copy of your latest Certificate of Authorization (COA) issued by the
following state licensing board upon your most recent COA application or renewal (Without this
proof of authorization, your application will be rejected and returned to you.):
West Virginia State Board of Registration for
Professional Engineers
300 Capitol Street
Charleston, WV 25301
304-558-3554
www.wvpebd.org
o Professional Corporation: If the home state name includes the abbreviation “P.C.” in the corporate name
(indicating a “Professional Corporation”) the words “Professional Corporation” must be spelled out in full to
be eligible to file in State of West Virginia.
b. Enter the
designated (physical) office address
in West Virginia
, if any.
c. Enter the name of the West Virginia county
in which the designated (physical) office is located.
d. Enter the mailing address of the registered office in West Virginia, if any.
Section 5.
Section 6.
Section 7.
List an e-mail address ([email protected]) where you can receive important e-mail
notifications (e.g., Annual Report notices).
List the website address (domainname.com
) of the business, if any. DO NOT list a physical mailing
address.
Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...
a. List the total number of businesses in West Virginia in the space provided.
b. List the total number of counties in West Virginia in which the businesses
conduct operations.
Section 8. a. It is required you describe the purpose [i.e., principal activity to be conducted by the business] of the
corporation clearly to ensure you receive all the necessary information about registering with the required state
agencies. Attach an additional page if necessary. Only the following professions listed below under the specified
articles of Chapter 30 of West Virginia Code may register as a "professional" business organization.
[Article 2]
[Article 3]
[Article 4]
[Article 8]
[Article 9]
[Article 10]
[Article 12]
[Article 13]
[Article 13a]
[Article 14]
[Article 16]
[Article 21]
Attorneys-at-law
Dentists
Accountants
Architects Land
Surveyors
Chiropractors
Social Workers
[Article 30]
Physicians & Podiatrists
Optometrists
Veterinarians
Engineers
Osteopathic Physicians & Surgeons
Psychologists
Acupuncturists
[Article 36]
***Important*** Professional business organizations: CHECK BOX indicating you have attached Verification
of Eligibility (Form VOE) to this application if your profession meets the requirements as defined by Chapter 30 of
the WV Code. The Secretary of State cannot complete your filing until verification is received from the
appropriate state licensing board. Your application will be rejected if the VOE is not signed by the board and
attached.
b. If "No," proceed to Section 8c. If "Yes," the above purpose includes any business activity conducted as a
consumer litigation financier, pursuant to WV Code §46A-6N, the organization must register as a litigation financier
by completing and submitting to Secretary of State an original copy of the Application for Registration as a
Litigation Financier (Form LF-1) and pay the associated requisite filing fee. If this applies to your organization,
check the "Yes" box to include in your purpose the required statement that the organization shall be designated as a
litigation financier.
c. If “No,” proceed to Section 9. If “Yes,” and the FOR PROFIT incorporation elects to be organized for
purposes as a “Benefit Corporation,” per West Virginia Code §31F-3-301 (NON-PROFIT corporations CANNOT
elect this status), the purpose listed in Section 8a. above must clearly state as one of its purposes the purpose of
creating a “general public benefit.” You must indicate as one of its purposes stated in Section 8a. above the purpose of
creating a “general public benefit” as set forth in §31F-3-301(a) of the West Virginia Code. A “general public
benefit” means “a material positive impact on society and the environment taken as a whole, as measured by a third-
party standard, from the business and operations of a benefit corporation,” [see West Virginia Code §31F-1-102(c)].
This purpose is in addition to its principal business purpose stated under §31D-3-302 of the West Virginia Code. It may
also identify one or more “specific public benefits” that it is the purpose of the corporation to create. Per West
Virginia Code §31F-1-102(e) “specific public benefit” means “a benefit that serves one or more public welfare,
religious, charitable, scientific, literary or educational purposes, or other purposes or benefit beyond the strict
interest of the shareholders of the benefit corporation, including:
Section 4. Provide the name and address of a person or business (agent) to whom a summons or complaint
may be mailed, if any. The agent need not have a West Virginia address. You may change your agent by filing with
the Secretary of State an application to appoint or change address, agent or officer [Form AAO] (fee$15).
(1) Providing low-income or under served individuals or communities with beneficial
products or services;
(2) Promoting economic opportunity for individuals or communities beyond the creation
of jobs in the normal course of business;
(3) Preserving or improving the environment;
(4) Improving human health;
(5) Promoting the arts, sciences or advancement of knowledge;
(6) Increasing the flow of capital to entities with a public benefit purpose; and
(7) Conferring any other particular benefit on society or the environment.”
Section 9.
If the business activities include “Scrap Metal Dealer,” check “Yes” and complete the Scrap Metal
Dealer Registration Form (Form SMD-1) [per revised West Virginia Business Code §61-3-49-(b)(4)] and submit
with your application. Proceed to Section 10. If “No,” proceed to Section 10.
Section 10. a. Check whether the corporation is formed for profit or non-profit purposes.
b. List the officer titles (i.e., President, Vice-President, Secretary, Treasurer, Director, etc.), officer names
and addresses (street number with street name, city, state and zip code) for each of the officers/directors of the
corporation. The address information may be either the officer/director's personal address or the corporate business
address. Attach additional pages, if necessary.
Section 11. Check the appropriate box indicating whether or not the corporation is "veteran-owned." Effective
JULY 1, 2015, the following criteria must be met in order to qualify as a "veteran-owned" entity: (1) veteran must be
"honorably discharged or under honorable conditions;" and (2) a privately-owned entity must be at least fifty-one per
cent (51%) unconditionally owned by one or more veterans; or (3) if a publicly-owned entity, at least fifty-one per cent
(51%) of the stock must be unconditionally owned by one or more veterans [see WV Code 59-1-2a(12)-(13)(A)(B)]. If
"Yes," you must provide proof of veteran status by including with this application a copy of your Veteran
Affairs Form DD214.
Section 12.
Enter the number of acres the company desires to hold in West Virginia. If your company holds more
than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000.
Section 13. a. Listing the name of a contact person is optional; however, listing one may speed up the filing
process and avoid a possible rejection of the filing if there appears to be a problem with the filing.
b. Print the name of the person signing and list the title/capacity
c. AN INDIVIDUAL (OFFICER/DIRECTOR) WITH SIGNATURE AUTHORITY MUST
SIGN AND DATE THE FORM. The application will be returned to you as incomplete if
received by our office without a signature.
ANNUAL REPORT NOTICE:
West Virginia Code 59-1-2a. requires every corporation (both for profit and non-profit) to file an annual
report and pay the annual report filing fee between 12:00 AM January 1st and 11:59 PM June 30th of each year
following the calendar year in which the business was registered with the Office of the Secretary of State. The
$25 annual report fee is waived for Veteran-owned entities for the following four (4) years after initial
formation in West Virginia [see West Virginia Code 59-1-2a(m)]. Failure to file may result in revocation of
the organization's legal authority to transact business in the state. Notification of the filing requirement will be
sent, but the company is responsible for filing the annual report as required by West Virginia Code. You may
file the annual report online at https://onestop.wv.gov either by logging in, creating a log in, or filing as a
'guest'.
FILING THE APPLICATION - ONE ORIGINAL REQUIRED - AND
PAYING THE FEE
Send an additional original if you want a filed date-stamped copy
returned to you at no additional cost. The filing fee will consist of paying
a registration fee and excess acreage fee, if applicable.
If requesting a certified copy, an additional fee of $15 per certified copy
requested is required.
TEXT ALERTS: Stay up-to-date regarding filing deadlines and changes to business, charity, notary, private
investigation, and security guard laws. To sign up, visit the Secretary of State online at www.wvsos.gov and select
Text Alerts. Next, under the heading, “Choose SMS Subscription,” click the down arrow and select “Business and
Licensing.” Then enter your ten-digit mobile phone number and your cellular carrier. Click Subscribe. This will allow
you to get important information delivered right to your mobile phone. Please note, standard text messaging rates
apply and you may unsubscribe at any time.
CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a
charitable organization may be required. Contact our office for more information or visit our web site at
www.wvsos.gov.
WITHDRAWAL: A
foreign corporation is a legal entity which can only withdraw its Certificate of Authority
through formal action - not by submitting a letter or making a phone call to the Secretary of State. To withdraw
from its Certificate of Authority, a foreign corporation must file the Application for Certificate of Withdrawal
from Certificate of Authority (Form CF-5) and pay the withdrawal fee. You remain liable for all taxes, assessments,
fines, penalties and
interest until you receive a Certificate of Withdrawal from the Secretary of State. Contact our
office for more information.
West Virginia Code §31F-5-501 requires every “benefit corporation,” as described in Section 8b.
above, to prepare an annual benefit report (separate and unrelated to the Secretary of State Annual Report
referenced above) made available annually to each shareholder of
the benefit corporation. See West Virginia
Code §31F-5-501 for further information regarding the “Annual Benefit Report.”
Expedite Fee is additional if requesting expedite service.
See Customer Order Request form for more information.
Registration fee
* _______________
Excess Acreage fee: +_______________
$15 per certified copy: +_______________
Total fee::
=__________
**** Make your checks payable to West Virginia Secretary of State. ****
For Profit Corporation - $100 / Non-Profit Corporation - $25
*Veteran-owned entity registration FEE WAIVED
- $0
[Registration fee is waived for "veteran-owned" entity effective
July 1, 2015 per WV Code 59-1-2(j); Be sure to attach
the
veteran proof of status Veteran Affairs Form DD214 when
claiming "veteran-owned" status.]
West Virginia Secretary of
State Business & Licensing
Division Tel: (304)558-8000
Fax: (304)558-8381
Website: www.wvsos.gov
CUSTOMER ORDER REQUEST
INCLUDE THIS FORM WITH
YOUR FILING
Name of
Business on Filing: _________________________________________________
Contact for Filing:
Name: ___________________________________________
Phone: ______________________________________________
Email: _______________________________________________
Ord
er Description
: Please Identify the type of filing or request being made.
EXPEDITING SERVICE OPTIONS*
Expediting Service is NOT AVAILABLE for:
-Dissolutions / Withdrawals of Corporations,
Voluntary Associations, or Business Trusts
-Credit Service Organization Registrations
-Trademark Filings
-Sole Proprietor / General Partnership Trade
Names
Standard (5-10 business days) - No additional cost
In-Person Same Day -$25 in addition to filing fee
Next Business Day - $25 in addition to filing fee
2 Hour - $250 in addition to filing fee
1 Hour - $500 in addition to filing fee
*Fees apply to each business. Time frame Ind
icates when the filing will be completed and
registered in the Secretary of State database.
Return Information:
Method of Return:
Hold for Pick Up
Email: ___________________________________
Specialty Carrier (Please provide return envelope & prepaid label)
USPS Mail (standard)
Attention: ___________________________________________________________
Street: ______________________________________________________________
City: _______________________ State: _________ Zip code: _______________
WV One Stop Business Center
13 Kanawha Blvd. W.
Suite 201
Charleston, WV 25302
North Central WV Business Hub
153 West Main Street
Suite G - Third Floor
Clarksburg, WV 26301
Please Mail Filing to Any Secretary of State Hub Office

Form Properties

Fact Detail
Form Name and Purpose The West Virginia CF-1 form, also known as the Application for Certificate of Authority, is utilized by corporations seeking authorization to conduct business in the state of West Virginia.
Issuing Authority The form is issued by the Office of the Secretary of State of West Virginia, with the contact being the Corporations Division managed by Penney Barker.
Fee Structure The filing fee for the application is $100.00 for profit corporations and $50.00 for non-profit corporations.
Submission Requirements Applicants must file one original application, with the option to submit two if they wish to receive a filed stamped copy in return. A Certificate of Existence or Good Standing from the corporation's home state, dated within the current tax year, must accompany the application.
Governing Law The process and requirements for the Certificate of Authority are governed by the West Virginia Business Corporation Act, specifically, for insurance companies, compliance with WV Code §33-1-12 and §33-3-3 is mandatory regarding the naming provisions and requirements for a certificate of incorporation issued by the West Virginia Insurance Commissioner.

Steps to Filling Out West Virginia Cf 1

After deciding to expand or establish a corporation's presence in West Virginia, completing the Application for Certificate of Authority (Form CF-1) is a crucial step. This process involves providing detailed information about the corporation's structure, purpose, and points of contact within the state. Each section of the form requires attention to detail to ensure that the corporation complies with West Virginia state regulations. Below are structured steps designed to guide through the filling process efficiently.

  1. Ensure the corporation's name is available in West Virginia by contacting the Secretary of State's office. If the name is not available, secure a DBA (Doing Business As) name by submitting a board resolution.
  2. Obtain a Certificate of Existence or Good Standing from the home state of incorporation, ensuring it's dated within the current tax year.
  3. Under Section 1: Home State Information, fill in the corporation's name as registered in its home state, state of incorporation, incorporation date, and duration.
  4. For insurance companies, include the NAIC number in the designated field.
  5. In Section 2: Principal Office Information, provide the address of the principal office and, if different, the mailing address.
  6. Under Section 3: West Virginia Information, indicate the corporate name to be used in West Virginia. Include the address of the registered office in WV, and if different, the West Virginia mailing address.
  7. In Section 4: Agent of Process, designate a person or business as the agent to whom legal notices are to be sent, along with their contact information.
  8. Section 5 asks for a brief description of the corporation's proposed business activities in West Virginia.
  9. If applicable, complete the question in Section 6 regarding Scrap Metal Dealer status and provide the necessary additional form.
  10. Provide a valid e-mail address and, if available, the business website address in Sections 7 and 8.
  11. For Section 9: Corporate Status Information, indicate whether the corporation is for-profit or non-profit and list the officers and directors.
  12. In Section 10, state the amount of land the corporation holds or expects to hold in West Virginia.
  13. The Section 11: Contact and Signature Information requires the contact name and phone number, as well as the printed name, title/capacity, and signature of the person authorized to sign the form.
  14. Review the application thoroughly to ensure all provided information is accurate and complete.
  15. Assemble the application packet to include the Certificate of Existence/Good Standing, the completed CF-1 form, a board of directors' resolution if using a DBA name, any required additional forms for scrap metal dealers or insurance companies, and the filing fee ($100 for profit corporations, $50 for non-profits).
  16. Mail or deliver the completed packet to the Secretary of State's office at the address provided at the top of the form.

Once the application and all accompanying documents are submitted, the Secretary of State's office will review the materials. If the application is approved, the corporation will receive its Certificate of Authority to transact business in West Virginia. It's important to wait for this approval before commencing any business activities in the state. Should there be any issues with the filing, the office will reach out using the contact information provided on the form.

FAQ

What is the CF-1 form used for in West Virginia?

The CF-1 form, also known as the Application for Certificate of Authority, is utilized by corporations seeking to register to do business in the state of West Virginia. This document is essential for out-of-state (foreign) corporations to legally operate within West Virginia, ensuring they comply with state regulations and tax obligations.

Who needs to file a CF-1 form?

Any foreign corporation intending to transact business in West Virginia needs to file a CF-1 form. This includes both for-profit and non-profit entities. The requirement is part of the state's efforts to regulate and monitor business operations, ensuring compliance and fairness in commerce.

What documents are required to accompany the CF-1 form?

To successfully submit the CF-1 form, corporations must include:

  • A Certificate of Existence or a Certificate of Good Standing from the corporation's home state, dated during the current tax year.
  • If applicable, a copy of the Certificate of Authority issued by the West Virginia Insurance Commissioner or a written approval of the charter for insurance companies.
  • For scrap metal dealers, the completed Scrap Metal Dealer Registration Form (Form SMD-1).

Is there a filing fee for the CF-1 form?

Yes, there are filing fees associated with the CF-1 form. The cost is $100.00 for for-profit entities and $50.00 for non-profit entities. These fees support the administrative costs of processing the applications and maintaining records.

How can a corporation check if its name is available in West Virginia?

Before submitting the CF-1 form, corporations should verify the availability of their name in West Virginia by contacting the Secretary of State's office at (304) 558-8000. Alternatively, preliminary information can be obtained through the Secretary of State’s website. If the name is available, it can be reserved for 120 days with the submission of an application and a $15 fee.

What if the corporation's name is not available in West Virginia?

If the corporation's home state name is not available in West Virginia, the corporation must adopt an available fictitious name (DBA - Doing Business As) for use in the state. This requires a resolution from the corporation's board of directors adopting the fictitious name, which must be attached to the CF-1 form submission.

Can the CF-1 form be filed electronically?

The instructions do not specify an electronic filing option. Therefore, to file the CF-1 form, the corporation should mail or deliver the required documents as a packet to the Secretary of State’s office at the address provided in the form instructions.

What is the role of the registered agent listed in the CF-1 form?

The registered agent acts as the corporation’s representative for receiving legal notifications, including service of process. The agent can be an individual or a business entity and is responsible for forwarding any official communications to the corporation. This role is crucial for ensuring the corporation can be legally contacted and held accountable within the state.

How long does it take to process the CF-1 form?

The processing time can vary based on several factors including the current workload and the completeness of the application. For the most up-to-date information regarding processing times, contacting the Secretary of State's office directly is recommended. Expedited service options may also be available for an additional fee.

Common mistakes

When filling out the West Virginia CF-1 form, people often make mistakes that can delay the process of registering a corporation. It's crucial to pay close attention to detail and follow the instructions carefully to avoid common pitfalls. Here are six mistakes to watch out for:

  1. Not checking name availability: One of the most frequent errors is selecting a corporate name without verifying if it's distinguishable and available for use in West Virginia. This oversight can lead to the rejection of the application.
  2. Incorrectly listing the principal office address: Applicants sometimes enter the wrong address for the principal office or forget to mention if the mailing address differs from the principal office address, which can lead to communication issues.
  3. Forgetting to include a Certificate of Existence: A current Certificate of Existence from the home state of original incorporation is required. Missing or outdated certificates are common mistakes that can prevent the application from being processed.
  4. Failure to specify the type of corporation: The form asks whether the corporation is for-profit or non-profit. Overlooking this section or marking the incorrect option can lead to filing issues.
  5. Omitting required information about officers and directors: Shifting through the list of necessary details, applicants sometimes skip adding comprehensive information about the officers and directors, including their titles and addresses.
  6. Incorrectly listing the purpose of business: Providing vague or incorrect information about the proposed purpose(s) for transacting business in West Virginia can also lead to the application being deferred for clarification or correction.

Being thorough and attentive when completing the West Virginia CF-1 form is key to a smooth filing process. Avoiding these common mistakes can save time and help ensure that your corporation is properly registered without unnecessary delays.

Documents used along the form

When entering the business landscape in West Virginia, particularly when filing the CF-1 Form for registering a business from another state, several essential documents support the smooth execution of this process. Understanding what these documents are and their purpose not only streamifies the registration but also helps in maintaining compliance with West Virginia state law.

  • Certificate of Good Standing: This document from the home state declares that a corporation is in compliance with local regulations and is up-to-date on all filings and fees. It's essential for proving the legal status of your corporation for the CF-1 Form.
  • Articles of Incorporation: The foundational charter of a corporation, detailing its structure, purpose, and regulatory compliance methods. It's crucial for certifying the corporation's legitimacy and structure.
  • Application for Name Reservation: This form reserves your business name in West Virginia, preventing others from registering it until you're ready to file your CF-1 Form.
  • DBA Filing Form: "Doing Business As" forms are required if your business operates under a trade name. This form registers the trade name in West Virginia.
  • Form SMD-1 (Scrap Metal Dealer Registration Form): Specifically required if the incoming business deals in scrap metal, complying with West Virginia Business Code §61-3-49-(b)(4).
  • Board Resolution for DBA Name: If using a different name in West Virginia than the original corporation name, a formal resolution adopting the fictitious name must be included.
  • Professional License or Registration Proof: If your business is in a regulated profession (like engineering), proof of professional licensure or registration in West Virginia or a statement of eligibility must be included.
  • Insurance Certificate: For certain businesses, particularly those that are insurance-related, a current certificate of insurance must be submitted to comply with sector-specific regulations.
  • : Specifically for insurance companies, presenting this approval alongside your CF-1 Form is crucial to showcase compliance with local insurance laws and regulations.

Each of these documents plays a pivotal role in ensuring that businesses transitioning into West Virginia do so with full compliance, minimizing legal hurdles and facilitating a smoother operation within the state. Being prepared with the necessary paperwork not only demonstrates a company’s commitment to legal adherence but also paves the way for a successful establishment and future growth in West Miles Virginia.

Similar forms

The West Virginia CF-1 form is similar to Form LLC-1, which is used for the Application for Certificate of Formation for a Limited Liability Company in many states. Both forms are designed to officially register a business entity with the state's Secretary of State office, providing critical information like the business name, principal office address, and the registered agent for legal processes. Additionally, each form requires information about the business's purpose, management structure, and, if relevant, the specific duration of its operations. They also both necessitate a filing fee, although the amount may vary between the different forms and states.

Another document similar to the West Virginia CF-1 form is the Form NP-1, which is commonly used for Non-Profit Corporation Applications for Certificate of Authority across various states. Like the CF-1, the NP-1 gathers essential information about the corporation, including its name, principal and West Virginia office locations, registered agent, and the purposes for which the non-profit aims to operate within the state. Both forms also require certification from the home state, such as a Certificate of Good Standing or Existence, dated within the same tax year as the application. This certification confirms that the business or non-profit is currently authorized to conduct its activities in its home state, a requirement for being granted similar privileges in West Virginia.

Dos and Don'ts

When filling out the West Virginia CF-1 form, an essential document for registering a corporation's authority to do business in the state, attention to detail is crucial. The following guidelines will help ensure that the process is completed correctly and efficiently, avoiding common pitfalls that could delay your filing.

Do:

  • Ensure the corporation's name is listed exactly as it appears on the good standing certificate from the home state. Accuracy in the match between these documents is paramount.
  • Provide a Certificate of Existence or Good Standing dated within the current tax year from the state of original incorporation. This document is essential for proving the legal status of your corporation.
  • Check the availability of your corporation's name in West Virginia before filing. Name uniqueness prevents confusion and is required by the state law for registration approval.
  • If applicable, attach a resolution from your board of directors adopting a fictitious name (DBA) if your home state name isn’t available in West Virginia. This step is crucial for compliance and to proceed with business under an alternative name.

Don't:

  • Forget to list the NAIC number if you're registering an insurance company. West Virginia requires this information for insurance companies to ensure compliance with specific industry regulations.
  • Overlook the need to specify the correct corporate suffix (such as “Inc.” or “Corp.”) when listing your corporation's name, especially if your home state name does not include one. This detail is essential for legal and formal recognition.
  • Ignore the instructions regarding the submission of two originals if you want a filed stamped copy returned to you. Keeping a conformed copy for your records is always a prudent practice.
  • Leave the section for the proposed purpose(s) for transaction of business in West Virginia blank or vague. Being concise and clear in this section is necessary for clarifying your business activities to the state.

Compliance with these dos and don'ts not only facilitates a smoother application process but also helps avoid unnecessary delays or rejections by the West Virginia Secretary of State's office. Being thorough and meticulous in completing the CF-1 form sets a solid foundation for your corporation's business ventures within the state.

Misconceptions

When dealing with the West Virginia CF-1 form, used to apply for a Certificate of Authority for corporations to transact business in the state, there are several common misconceptions that need to be addressed for a smoother filing process:

  • Misconception #1: Any corporation, regardless of its home state status, can use its original name in West Virginia. This is incorrect because the corporate name must be distinguishable from other names already on file with the Secretary of State. If the original name is not available, a DBA (Doing Business As) name must be adopted.
  • Misconception #2: The filing fee is the same regardless of the corporation's status. In reality, the fee is $100.00 for profit corporations and $50.00 for non-profit corporations.
  • Misconception #3: The Certificate of Authority is optional. Actually, obtaining this certificate is a legal requirement for out-of-state corporations intending to do business in West Virginia.
  • Misconception #4: Electronic submission is available for the CF-1 form. Currently, submissions must be mailed or delivered in person to the Secretary of State's office.
  • Misconception #5: The CF-1 form serves as a one-time requirement. However, other conditions and reports may need to be filed annually to maintain good standing in the state.
  • Misconception #6: A Certificate of Good Standing from the corporation's home state is not required. On the contrary, a current Certificate of Existence or Good Standing from the home state must accompany the CF-1 form.
  • Misconception #7: The same application form is used for both for-profit and non-profit corporations. This is true, but the application clearly differentiates between the two, and different information may be required based on the corporation type.
  • Misconception #8: The CF-1 application process does not accommodate changes to corporate information. In reality, any changes to corporate names, addresses, or agent information must be communicated and may require additional forms or fees.
  • Misconception #9: All corporations are subject to the same review process. Specific corporations, especially those in regulated industries such as insurance, may require additional approvals or documentation from respective state commissioners or boards.

Understanding these misconceptions and preparing accordingly can help ensure a smoother filing process for obtaining a Certificate of Authority in West Virginia.

Key takeaways

When businesses seek to operate within West Virginia, the West Virginia CF-1 form serves as a crucial initial step. This application for a Certificate of Authority is designed to ensure that entities are legally recognized to conduct business within the state. Here are four key takeaways to keep in mind:

  • When filling out Section 1 of the form, the name of the corporation must exactly match the name as it appears on the Certificate of Existence or Good Standing issued from its home state. This is a foundational step that ensures consistency and legal recognition across state lines.
  • In case the corporation’s name from the home state is not available in West Virginia, or does not meet state requirements (including use of specific words indicating its business nature), the entity is required to adopt a fictitious name (DBA - Doing Business As) for its operations within the state. This process includes submitting a resolution from the board of directors approving the use of this alternative name.
  • The designation of an agent for the service of process is not only a requirement but a protective measure for the corporation. This agent is responsible for receiving legal documents on behalf of the corporation. It is important to provide accurate details of the agent, which includes their full name and address, ensuring that they are readily available to perform this critical role.
  • The application fee varies depending on the nature of the corporation, with for-profit entities being charged $100.00 and non-profit entities $50.00. This distinction emphasizes the state’s approach to categorizing entities based on their operational purpose and provides a scaled fee structure accordingly. Additionally, entities intending to hold real estate in excess of certain thresholds in West Alive are subject to additional fees, reinforcing the need for comprehensive disclosure.

It is paramount for entities to thoroughly complete the West Virginia CF-1 form, adhering to specific instructions and requirements detailed in the guidance. Each section of the form collects vital information that aids the state in understanding the scope, nature, and details of the business intending to operate within its jurisdiction. The completion of this form, backed by the necessary documentation and fees, paves the way for smooth registration and compliance with West Virginia’s regulatory framework.

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