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INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION WITH NON-PROFIT IRS ATTACHMENT

BEFORE you fill out the application: The corporate name you select will be approved only if it is available - that is, if the name is not the same as and is

distinguishable from any other name which has been reserved or filed. If you prepare corporate papers without applying for and receiving a name reservation,

you do so at your own risk. A telephone check on availability of a name is NOT a guarantee the name will be available once we receive the application. You

may apply for a name reservation in writing, accompanied by a $15 fee payable to the Secretary of State, mailed to the address on the top of the application.

Once approved, the name will be held for 120 days.

Section 1.

Enter the exact name of the corporation, and be sure to include one of the required terms, “corporation,” “company,” “incorporated,”

“limited,” or an abbreviation of one of these terms. Remember, the name that is on your certificate of incorporation is your official name and must be

used in its entirety when in use unless you file a trade name registration with the Office of the Secretary of State. Failure to do so could result in a fine or

imprisonment.

Section 2.

The principal office may be located within West Virginia or another state. List the address of the principal office. You may change your

principal office address by filing with the Secretary of State an application to appoint or change address, agent or officers

[Form

AAO] (fee $15).

Section 3.

A West Virginia domestic corporation may have a physical location as the principal place of business within the state. Give the street

address, city, zip and county in WV, if any. You may change your principal office address by filing with the Secretary of State an application to appoint or

change address, agent or officers

[Form

AAO] (fee $15).

Section 4.

Unless you name a person or business as “agent of process” who can receive service of a summons or complaint, legal process will go to the

address listed in #2. You may change “agent of process” by filing with the Secretary of State an application to appoint or change address, agent or officers

[Form

AAO] (fee $15).

Section 5.

List an e-mail address () where you can receive important e-mail notifications (e.g., Annual Report notices).

Section 6.

List the website address () of the business, if any. DO NOT list a physical mailing address.

Section 7.

Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...

List the total number of businesses in West Virginia in the space provided.

List the total number of counties in West Virginia in which the businesses conduct operations.

Section 8.

In a non-profit corporation, no funds of the corporation may be distributed to members, directors or officers. Non-profit status will not be

granted by the Tax Department until IRS 501(c) status is approved. If you plan to apply for 501(c)(3) status with the IRS, you will need to include

specific language required by the IRS to be included in your Articles of Incorporation. That required language statement is provided as an attachment to this

application (Form CD-1NP) [see last page of the document]. Be sure to include this attachment when submitting your Articles of Incorporation if this applies

to your entity.

Section 9.

It is important to describe the purpose(s) [i.e., principal activity(ies) to be conducted by the business] of the corporation clearly to insure

you receive all the necessary information about registering with the required state agencies. Attach an additional page if necessary.

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 non-profit entity may elect to have "members." NOTE: If the corporation has one or more classes of members, the designation of a class or

classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifications and rights of the members of each

class is to be set forth in the articles of incorporation or bylaws. If this applies to your entity then you will need to attach a separate sheet listing the above

required information, unless it will fit in the space provided below. Attach additional pages, if necessary.

Section 11.

The incorporators (one or more persons or a domestic or foreign corporation) are the persons who set up the corporation. They need not

own shares in nor run the corporation.

Effective JULY 1, 2015,

Section 12.

Check the appropriate box indicating whether or not the organization is "veteran-owned."

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 13.

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 14.

AN INCORPORATOR MUST SIGN THE APPLICATION. Listing a contact person and phone number is optional, however listing a

person to contact in case of a problem with filing may help to speed the filing process along and avoid possible rejection of the document.

Form CD-1NP

Issued by the Office of the Secretary of State

Rev. 6/15

Form Cd-1np - Instructions For Filing Articles Of Incorporation With Non-Profit Irs Attachment - 2015 Page 2

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