Form Cf-1 - Instructions For Filing West Virginia Application For Certificate Of Authority - 2015 Page 2

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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 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
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 4.
Provide the name and address of a person or business 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).
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"...
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 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.
b. 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:
(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
Form CF-1
Issued by the Office of the Secretary of State
Rev. 6/15

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