How to Form a Nonprofit in West Virginia

Two people forming a nonprofit in West Virginia

Use A Professional Service

A professional service will handle the entire incorporation process on your behalf, allowing you to focus on the other needs of your new business.

4.8 out of 5 starsIncfile ($49 + state fee) for basic & quick nonprofit formation.

4.4 out of 5 starsLegalZoom ($99 + state fee) for the most well-known service available.

Before You Begin

Consider Forming a 501(c)(3)

To form a nonprofit corporation in West Virginia, follow the steps below. It is also advisable for your West Virginia nonprofit to obtain a 501(c)(3) status from the IRS, as this will enable federal tax exemption for your West Virginia nonprofit corporation. Learn more about 501(c)(3) nonprofits here.

To start a 501(c)(3) nonprofit corporation in West Virginia you must:

  1. Form a nonprofit corporation according to the rules of the state
  2. Apply for 501(c)(3) tax-exempt status with the IRS

You will need the following documents:

Forming a Nonprofit in West Virginia is easy, just follow these 4 steps:

Step 1: Name Your West Virginia Nonprofit

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules of naming in West Virginia.

To learn more, read our How to Name a Nonprofit in West Virginia guide.

Nonprofit Naming Guidelines

  • The name that you pick for your organization must:
    • Include an organizational designation, such as “Inc.”, “Ltd.”, “Incorporated”, or “Company”
    • Not imply the corporation was formed for any other purpose than what is stated in the Articles of Incorporation.
    • Be distinguishable from other businesses operating in the state of West Virginia.
  • You can read the West Virginia Legislature's official guidelines for the complete rules on naming a West Virginia-based organization.

Is the Name Available?

The name of your nonprofit must be distinct from that of any other corporation in West Virginia. Use the Business Organization Search to make sure the name you have selected has not already been taken.

Is the Website Domain Name Available?

If you plan to have a website for your organization, you will want to make sure that a suitable URL is currently available on GoDaddy.

You may want to buy any URLs you are interested in, to make sure they are available when you are ready to finalize and create your website.

Find a Domain Now

Service provided by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Appoint A West Virginia Registered Agent

A nonprofit corporation in West Virginia is required to have a registered agent (aka Agent of Process) with a West Virginia address.

What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.

Who can be a Registered Agent? A registered agent must be a resident of West Virginia or a corporation, such as a registered agent service, authorized to transact business in West Virginia. You may elect an individual within the company including yourself.

Incfile provides the first year of registered agent service free with nonprofit formation ($49 + State Fees)

Step 3: Select Your Board Members and Officers

The directors of a nonprofit are responsible for overseeing the operations of the organization. come together to form a board.

Features of directors:

  • All the directors of an organization together form the board of directors.
  • The power and influence of the directors over the organization is as the board of directors, the directors do not have authority as individuals.
  • The board typically creates the policies that govern the nonprofit. The board of directors also oversee management-level hiring like that of the officers.

The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.

Together, the officers and the board will come together to make up the organizational structure of your nonprofit.

An officer may also be on the board of directors and serve both roles if allowed to do so by the organizational bylaws created by your team.

The organization structure of your nonprofit in West Virginia MUST include:

  • At least 3 directors not related to each other
  • A president
  • A secretary

To learn more, read our guide on how to select board members for your nonprofit.

Step 4: File the West Virginia Articles of Incorporation

To become a nonprofit corporation in West Virginia you must file Form CD-1NP, the Articles of Incorporation for nonprofit corporations (with IRS attachment).

Here are the sections that you will need to complete.

Section 1: Entity Name
Enter the name you selected in Step 1.

Section 2: Principal Office
Enter the street and mailing address of the principal office of your nonprofit.

Section 3: Physical Office
Enter the street and mailing address of the physical place of business of your nonprofit.

Section 4: Registered Agent
The registered agent (agent of process) can be any entity registered to do business in West Virginia or any person who is a resident of the state. Your organization cannot act as its own registered agent.

Any person you designate as the registered agent must have already explicitly consented to act as the registered agent for your organization even though you do not need to include proof of consent with your Form CD-1NP.

Enter the information of the registered agent you selected in Step 2.

Section 5: Email Address
Provide an email address where business correspondence may be received.

Section 6: Website
If applicable, provide your organization’s web address (eg. www.nonprofitname.com)

Section 7: Multiple Businesses
Complete this section, indicating if you own or operate more than one business in the state of West Virginia.

Section 8: Organization
Check the box to indicate your organization is organized as a Nonprofit, Nonstock corporation.

Section 9: Purpose
Describe the purpose of your nonprofit organization.

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

  • Charitable
  • Religious
  • Scientific
  • Literary
  • Testing for public safety
  • Fostering national/international amateur sports competition
  • Preventing cruelty to animals/children

NOTE: You can read the IRS guidelines here.

Section 10: Membership
Select the appropriate box depending on whether or not your nonprofit corporation plans to have members. Please note: if your organization plans to have different classes of members, those details must be included in your Articles of Incorporation or bylaws.

Section 11: Incorporator(s)
The incorporator is the person who completes, signs, and submits the certification of formation. This person does not need to be a part of your organization. This can be you or a lawyer helping you with the process of formation. Include the name and address of each incorporator.

Section 12: Veteran Ownership
Check the appropriate box to indicate if your business should be considered veteran-owned. If you select yes, you must attach Veteran Affairs Form DD214.

Section 13: Land Ownership
If applicable, indicate the number of acres of land your organization plans to hold.

Section 14: Execution
When you sign and date the form you are affirming everything written in the form. You are also affirming that the registered agent listed has already consented to be the registered agent for this nonprofit organization.

Attachment: IRS Statement
To be eligible for 501(c)(3) status, you must convince the IRS that the organization’s assets will always only be used for the purposes approved under 501(c)(3) rules. To this end, you must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes.

The state of West Virginia has included an IRS Attachment that must accompany your Articles of Incorporation, as it includes language required for 501(c)(3) exempt status, including a statement regarding the organization’s purpose and distribution of funds upon dissolution.

-------

You can submit the Articles of Incorporation in one of two ways: online or by mail.

The filing fee is $25.

  • Personal checks or money orders must be made payable to the "West Virginia Secretary of State"
  • Mailed forms can be paid by credit card by completing the Credit Card Authorization sheet
  • Accepted credit cards include American Express, Discover, MasterCard, and Visa
  • Prepaid accounts must attach a prepaid slip

All submissions must include the Customer Order Request form that is attached to Form CD-1NP.

Submit the Articles of Incorporation through West Virginia's One Stop Business Portal.

Submit the Articles of Incorporation to one of the following Business Service Centers:

-------

Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311

-------

Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301

-------

Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401

Nonprofit Formation FAQ

How long does it take to process Form CD-1NP?

If you file online it typically takes about 2 business days. If you file by mail expect to get a response in 5-10 business days.

There are three expedite options available:

24-Hour Expedite - $25 extra
2-Hour Expedite - $250 extra
1-Hour Expedite - $500 extra

Full details on the expedited services are available on Form CD-1NP.

Can I submit my Articles of Incorporation via email?

Yes - standard processing requests can be emailed to CorpFilings@wvsos.gov and expedited requests can be emailed to eFilings@wvsos.gov.

Can I request a Certified Copy of my Articles of Incorporation?

Yes, you will need to indicate on your filing form and pay $15 for each certified copy you request.

What is the Excess Acreage Fee?

If your organization will own or hold more than 10,000 acres of land, it must pay $.05 for each acre over 10,000 that it will hold.

How do I contact a Business Center for more information?

You can contact the three Business Service Centers at the listings below:

Charleston Office:
Phone: (304) 558-8000
Fax: (304) 558-8381
Hours: Mon. - Fri. 8:30a - 5:00p EST

Clarksburg Office:
Phone: (304) 367-2775
Fax: (304) 627-2243
Hours: Mon. -Fri. 9:00a - 5:00p EST

Martinsburg Office:
Phone: (304) 356-2654
Fax: (304) 260-4360
Hours: Mon. - Fri. 9:00a - 5:00p EST

Nonprofit Operating Procedures & Housekeeping

Draft Bylaws And Conflict Of Interest Policy

There are two documents that will be central to the running of your nonprofit:

Bylaws: These are the rules that determine how your organization will be governed and run.

You can think about it as a constitution for your nonprofit. It makes the rules and priorities clear for everyone involved.

In your bylaws be sure to include:

  • How the nonprofit will be governed – the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors.
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added amended in the future

NOTE: Keep in mind that the bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your organization.

The Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.

Under Appendix A the IRS provides a sample Conflict of Interest Policy.

NOTE: You will want to have both these documents drafted before for your first organizational meeting

Conduct An Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretary, etc.
  • Adoption of the bylaws
  • Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

NOTE: This meeting must occur before your organization can apply for 501(c)(3) federal tax exempt status.

Get An EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.

The EIN is required for your organization whether or not it will have any employees.

The EIN will be used for things like:

  • Filing for 501(c)(3) status
  • Opening a bank account
  • Applying for tax-exempt status
  • Submitting tax returns

Once your nonprofit is formed, you can apply for an EIN for your nonprofit via Form SS-4.

NOTE: If you use a nonprofit formation service, EIN assistance might already be included in the package.

Register for West Virginia Tax Accounts

Once your organization has obtained its EIN, you should file with the West Virginia State Tax Department for your state-level tax accounts (business registration).

West Virginia provides new businesses with a consolidated tax application form that can be completed online or submitted via mail. Mail paper forms to the address found below:

West Virginia State Tax Department
P.O. Box 11425
Charleston, WV 25339-1425

For more information, you can call the State Tax Department at (304) 558-3333 or visit them at their website.

Open A Business Bank Account

You will typically need to take with you the following items to open a bank account for your nonprofit:

  1. The EIN for the nonprofit
  2. A copy of the nonprofit’s bylaws
  3. A copy of the Articles of Incorporation

If your nonprofit has several directors or officers, some banks may also ask for proof that you are authorized to open the account on behalf of the nonprofit.

There are many great options when it comes to picking a bank. Here are the reviews of the top 5 business bank accounts we recommend.

NOTE: It is always best to call ahead. Your bank may require some additional documents.

Start a Corporate Records Book (Optional)

As a nonprofit corporation, your organization will need to keep track of many important documents. This includes documents such as:

  • Articles of Incorporation
  • EIN
  • Tax forms
  • Nonprofit bylaws
  • Meeting minutes

We recommend starting a dedicated corporate records book early so that as you start receiving these critical legal documents, they can be kept organized from the very beginning.

While you can keep track of everything using supplies from any office store, it may be easier to use a pre-assembled kit that has the things you need in one place. Blumberg and Bindertek have some options specifically designed to meet the needs of nonprofit corporations.

How to Apply for Tax Exemptions

Your nonprofit organization must apply to

  1. the IRS to be exempt from federal taxes, and
  2. to the West Virginia State Tax Department for exemption from state taxes.

Applying for Exemption from Federal Taxes - 501(c)(3) Status

Before your nonprofit can apply for 501(c)(3) status it must:

  1. File the Articles of Formation with the required provisions (As covered in Step 4, Section 9 & IRS Attachment)
  2. Adopt the bylaws and the conflict of interest policy
  3. Have an EIN number

In order to file for tax-exempt status, most organizations will need to file Form 1023 online or by mail (fee: $600).

There are two exceptions:

  1. If your organization’s annual gross receipts are below $50,000 then you may be able to file Form 1023-EZ (fee: $275). Check your eligibility here.
  2. If your organization is a religious institution or has annual gross receipts in each taxable year of no more than $5,000 you may be considered tax-exempt without filing Form 1023.

NOTE: Religious institutions and organizations with gross receipts under $5,000 can still choose to file Form 1023. This would give them a determination letter that specifies that contributions to the organization are tax-deductible.

Applying for Exemption from State Taxes

Once you have received your 501(c) determination letter from the IRS, your organization will automatically be exempt from state income and franchise taxes.

NOTE: Although your organization is exempt from paying corporate income and franchise taxes, it still must file a yearly tax return by using form CNF-120.

If eligible, nonprofits in the state of West Virginia can also acquire a Certificate of Exemption applicable to sales and use taxes. Mail the application to the address found below:

West Virginia State Tax Department
P.O. Box 11425
Charleston, WV 25339-1425

For more information, you can call the State Tax Department at (304) 558-3333 or visit them at their website.

Nonprofit Tax FAQ

When should an organization apply for federal tax exemption?

Form 1023/1023-EZ must be filed within 27 months from the end of the first month your organization was created.

How long will it take for the IRS to process Form 1023/1023-EZ?

Soon after sending your application you should receive an acknowledgment of receipt of your application.

If your application is simple and complete, IRS will send your determination letter within:

  • 90 days for Form 1023-EZ
  • 180 days for Form 1023

If you have not heard from them by that time you can call (877) 829-5500 to enquire about your application.

Protect Your Nonprofit

Get Business Insurance

As with any other business, there may be risks involved in running the nonprofit. Getting insurance for your nonprofit allows you to focus on your passion while minimizing your liability.

Here are some of the common types of insurance you may want to consider for your organization:

  • General Liability Coverage
  • Directors and Officers Coverage
  • Social Service Professional Coverage

Your coverage needs will vary based on your organization and the work you do.

Properly Sign Legal Documents

There will be times when you will be signing a document on behalf of your nonprofit. It is important that these times are easily distinguishable from when you are signing a document as an individual. If a document isn’t properly signed, you might suddenly find yourself personally responsible for something the organization should have been liable for.

To avoid such confusion we recommend you and all the members of your organization follow the following format:

  • The official name of your nonprofit
  • Your signature
  • Your full legal name
  • Your position in the organization

How To Keep Your Nonprofit Compliant

Get A Registered Agent

Nonprofits that have incorporated are required to maintain a registered agent with an office address in West Virginia.

If the agent or the office address changes, you must file Form AAO with the Secretary of State to effect a change to the articles of incorporation. This form can also be completed online through the WV One Stop Business Portal. Paper forms can be submitted to one of the Business Service Centers found below. You can also contact each center for more information, if needed.

Charleston Office
One-Stop Business Center
1615 Washington Street East
Charleston, WV 25311
Phone: (304) 558-8000
Fax: (304) 558-8381
Hours: Mon. - Fri. 8:30a - 5:00p EST

-------

Clarksburg Office
North Central WV Business Center
200 West Main Street
Clarksburg, WV 26301
Phone: (304) 367-2775
Fax: (304) 627-2243
Hours: Mon. -Fri. 9:00a - 5:00p EST

-------

Martinsburg Office
Eastern Panhandle Business Center
229 E. Martin Street
Martinsburg, WV 25401
Phone: (304) 356-2654
Fax: (304) 260-4360
Hours: Mon. - Fri. 9:00a - 5:00p EST

File Required Periodic Reports

The secretary of state requires nonprofits to file an annual report each year between January 1 and July 1 for each year after the organization was formed. This form can be completed online through the WV One Stop Business Portal.

Although your organization is exempt from paying corporate income and franchise taxes, it still must file a yearly tax return by using form CNF-120. This form must be submitted to the address found below:

West Virginia State Tax Department
Tax Account Administration Division
P.O. Box 1202
Charleston, WV 25324-1202

Determine West Virginia Business Permits And Licenses

As a business operating in West Virginia, you will already have applied for your general business certificate after you applied for your EIN. To learn more about registering requirements, access the West Virginia Business Instructions Booklet.

If you will be operating charitable gaming of any kind (bingo, raffles, etc), you will need to apply for the appropriate license with the West Virginia State Tax Department.

Fundraising

If your nonprofit will be soliciting charitable contributions, it must register as a Charitable Organization with the West Virginia Secretary of State - Charities Division unless it meets specific exclusion requirements. Mail this form to the address found below:

West Virginia Secretary of State
Charities Division
One Stop Business Center
1615 East Washington Street
Charleston, WV 25311

Employees

If your organization will have employees you must register with Workforce West Virginia.

You can easily access the registration forms online or find the contact information for your local workforce commission here. Mail paper forms to the address found below:

Workforce West Virginia
Status Determination Unit
P.O. Box 106
Charleston, WV 25321

For more information, you can call the Department of Commerce (304) 558-2677.

Public Inspection Rules for 501(c)(3) Organizations

Organizations that have been granted the 501(c)(3) status are required to disclose the following documents to the public when requested:

  • Annual returns for 3 years after the due date (this includes returns like Form 990, 990-EZ, 990-PF, and any Forms 990-T)
  • All Form 990 Schedules (except portions of Schedule B), attachments and supporting documents.
  • Application of exemption and all supporting documents such as Form 1023
  • The official paperwork from the IRS that shows that your organization has tax-exempt status.

The following do NOT need to be shared with the public

  • Portions of schedule B of Form 990/990-EZ that identify the contributors. ( You only need to disclose the amount contributed and the nature of the contributions)
  • Any unfavorable rulings such as an earlier denial of tax-exempt status.
  • Any information the IRS has said you can withhold. This may include things like sensitive patents and trade secrets.

FAQ:

How long do I have to produce these documents if requested?
Ideally within the same day. If your organization doesn’t have an office or maintains limited hours during parts of the year, the information should be made available within two weeks.

Do I need to provide copies of the documents?
If someone asks for copies in person or in writing you must provide them with copies.

Can I charge for copies?
You can charge a reasonable amount for making copies of the documents requested.

NOTE: It may be easiest to have the documents available on your website so that anyone who requests copies can be sent to the site. This allows you to stay compliant without having to spend a lot of time dealing with document requests.

Annual Returns for Tax-Exempt Organizations

Most tax-exempt nonprofit organizations are required to file an annual return with the IRS (Click here for a list of exceptions).

Which form you should use to file the annual returns depend on the annual gross receipt amounts for your organization.

‘Gross receipt’ is defined by the IRS as “the total amounts the organization received from all sources during its annual accounting period, without subtracting any costs or expenses”

  • For gross receipts < $50,000 --- File 990-N
  • Gross receipts <$200,000 and total assets <$500,000 --- File 990-EZ
  • Gross receipts > $200,000 or Total assets > $500,00 --- File 990

For any questions, you can call the IRS at

  1. (800) 829-3676 (Form-related questions)
  2. (800) 829-1040 (General information)

When is form 990 due?

You have a little over 4 months after your taxable year comes to an end to file Form 990. It is due on the 15th day of the 5th month. So if your taxable year ends on Dec 31st, your form 990 is due on May 15th.

NOTE: If your organization fails to file form 990 for 3 consecutive years, it will automatically lose its tax-exempt status.

Report Unrelated Business Income

If your organization has a gross income of >$1000 from a trade or business that is not related to the stated purpose of the organization, then it must file Form 990-T to pay tax on that income.

If you expect to pay $500 or more for the year in taxes on unrelated business income, your organization must pay a quarterly estimated tax on the unrelated business income using Form 990-W.

State of West Virginia Nonprofit Quicklinks