Form Cad-1 - Articles Of Incorporation For A Cooperative Association - 2013 Page 4
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5INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION
FOR A COOPERATIVE ASSOCIATION
BEFORE YOU COMPLETE THE APPLICATION:
I. Per
§19-4-2
of the West Virginia Code, three (3) or more persons engaged in the production of agricultural products
may form a cooperative association with or without capital stock. Three (3) or more cooperative associations may form an
agricultural credit association, with or without capital stock, under this article and in compliance with the credit union
provisions of
Chapter 31C
of this Code. In accordance with
§19-4-10
of the West Virginia Code, the cooperative association
shall be managed by a board of not less than three (3) directors, elected by the members or stockholders.
II. 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. 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.
COMPLETING THE APPLICATION:
Section 1.
Enter the exact name of the cooperative association. The name MUST contain the following words in
the name to avoid being REJECTED:
a) Per
§19-4-21
of the WV Code, the name must include the words “cooperative,” “co-operative” or “co-
op” in the name, AND
b) one of the required terms for a corporation, such as, “corporation” (corp.), “company” (co.),
“incorporated” (inc.), “limited” (ltd.), 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 (dba)
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 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 on-line notification.
Section 6.
List the website address of the business, if any.
Section 7.
In a non-profit corporation, no funds of the corporation may be distributed to members, directors or officers.
In a for-profit corporation, the assets and profits of the corporation “belong to” the shareholders, and can be distributed to
them. Check the appropriate box. Non-profit status will not be granted by the Tax Department until IRS 501(c) status is
approved. There is certain language that the IRS requires to be included in the Articles of Incorporation. You may obtain that
language by contacting the IRS directly or the Secretary of State’s Office has an attachment containing the language that we
can supply to you upon request.
Section 8.
When a for-profit corporation is formed, this statement sets the total value of all authorized capital stock, and
how it is divided into shares. It does not necessarily reflect the money put into the corporation. The number of shares must be
listed, but may be increased later.
Section 9.
a. It is important to describe the purpose(s) [i.e., principal activity(ies)] to be conducted by the corporation
clearly to insure you receive all the necessary information about registering with the required state agencies. Per
§19-4-2
of
the WV Code, the cooperative association must be “engaged in the production of agricultural products.” “Agricultural
products” are defined as “horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any farm products, in their
natural form or processed.”Attach an extra page if necessary.
Form CAD-1
Issued by the Office of the Secretary of State
Revised 7/13
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