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APPLYING FOR A CERTIFICATE OF AUTHORITY IN WEST VIRGINIA

1. Check for the 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 a name reservation with a $15.00 fee. If

approved, the name will be held for 120 days. Reservations may be renewed for one additional 120-day period.

2. Obtain a certificate of good standing from your state of incorporation dated during your current tax year.

3. Complete two copies of the application according to the instructions below. Both copies must have original

signatures of both officers and must be notarized. Incomplete applications will be returned.

4. Calculate the fee -- using the chart on the reverse side -- for the month during which the application will be

received by the Secretary of State. If you are mailing the application during the last few days of the month, use

next month's fee. Make your check payable to the Secretary of State.

5. Mail or deliver to the Secretary of State the following as a packet:

q Good standing certificate from state of incorporation.

q Duplicate applications for certificate of authority, each with original signatures & notarization.

q A resolution of your board of directors adopting a DBA if your home state name is not available in W.Va. (see 3.a.)

q A check for the correct fee, payable to Secretary of State.

INSTRUCTIONS FOR COMPLETING APPLICATION: Sections Refer to Form

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.

Section 2. a. The physical address is not mandatory if the corporation does not maintain an office.

b. A mailing address must be provided if no physical address is provided.

Section 3. a. More applications are rejected because of name problems than any other reason. Please read carefully!

Is your name available? The name of a corporation shall not be the same as, and shall be distin-

guishable from any other name which has been reserved or filed.

The 'distinguishable' standard is

defined by rule [CSR 153-5-3] 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.

l If your home state name is available, but does not include a corporate suffix as "Inc."

or "Corp.".... enter your corporate name on the second line and add a corporate suffix.

l If your home state name is not available.... attach a resolution of the board of directors

adopting an available fictitious name for use in transacting business in West Virginia and

enter the name on 3.a. 'DBA' ('doing business as' name or trade 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.

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.

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 incorporators or officers is

registered in West Virginia as a professional engineer.

b. & c. An office address or mailing address within West Virginia not required. Please complete

if either is available.

d. The certificate of authority (only the original or a certified copy will be accepted) must be recorded with the

clerk of the county commission of the county in which the principal office in West Virginia is located, or if there

will be no office in the state, then in any county in which the corporation will transact business.

Form CF-1

Issued by Joe Manchin, III, Secretary of State, Charleston, WV 25305

Rev. 7/01

Instructions For Form Cf-1 - Applying For A Certificate Of Authority In West Virginia

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