Form Cd-1 - Instructions For Filing Articles Of Incorporation

INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION

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"...

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. 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 the Form

CD-1NP

application [see last

page of the document]. Be sure to include this attachment when submitting your Articles of Incorporation if this applies to your entity. In a for-profit corporation, the

the assets and profits of the corporation “belong to” the shareholders, and can be distributed to them. Check the appropriate box.

Section 9.

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. (Calculation

example: 100 shares x $10 per share = $1,000 total value.) It does not necessarily reflect the money put into the corporation. The number of shares must be listed, but

may be increased later.

Section 10.

It is required you describe the purpose [i.e., principal activity to be conducted by the business] of the corporation clearly to ensure you receive all

the necessary information about registering with the required state agencies. Attach an additional page if necessary. Only the following professions listed below under

the specified articles of

Chapter 30

of West Virginia Code may register as a "professional" business organization.

Attorneys-at-law

[Article

Physicians & Podiatrists

[Article

Dentists

[Article

Optometrists

[Article

Accountants

[Article

Veterinarians

[Article

10]

Architects

[Article

12]

Engineers

[Article

13]

Land Surveyors

[Article

13a]

Osteopathic Physicians & Surgeons

[Article

14]

Chiropractors

[Article

16]

Psychologists

[Article

21]

Social Workers

[Article

30]

Acupuncturists

[Article

36]

b. If “No,” proceed to Section 10c.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 10a. 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 10a. 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

of the West Virginia Code. It may also identify one or

§31D-3-302

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.”

c. 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 11. If “No,” proceed to Section 11.

Form CD-1

Issued by the Office of the Secretary of State