INSTRUCTIONS FOR FILING WEST VIRGINIA APPLICATION FOR CERTIFICATE OF AUTHORITY
Check for 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 name reservation with a $15 fee. If approved, the name will be held for 120 days. If an insurance company, list your NAIC number, if you
have one. Insurance companies are subject to and must adhere to the naming provisions of West Virginia Code
***IMPORTANT *** Obtain a “Certificate of Good Standing” or “Certificate of Existence” (also known in some states as a “Certificate of Status," or
“Certificate of Fact), from your home state of original incorporation dated during the current tax year. You may contact the home state of original
incorporation's Secretary of State Office to obtain a current copy of the Certificate of Good Standing (Existence). You may access a list of
Secretary of State
by clicking on the link provided here. If the link does not work, copy and paste the Following URL into your web browser:
Pursuant to West Virginia Code
the Secretary of State shall not issue a certificate of incorporation to any insurance company until the West Virginia
Insurance Commissioner has examined the charter of the insurance company and approved same in writing. If the application is for a currently licensed
insurance company, please submit a copy of the Certificate of Authority issued by the West Virginia Insurance Commissioner for your current tax year. If the
application is from an insurance company with a pending license review before the West Virginia Insurance Commissioner, please submit a copy of the
written approval of the charter from the Office of the Insurance Commissioner. Submitting a copy of the Certificate of Authority issued by the West Virginia
Insurance Commissioner or copy of the written approval of the charter, whichever is applicable, at the time of filing will avoid denial of the application by the
Secretary of State.
Complete one original application according to the instructions below. If you would like a “filed date-stamped” copy returned to you, then submit two
original applications. Incomplete applications will be returned.
Mail or deliver to the Secretary of State the following as a packet:
Certificate of Existence/Good Standing, dated during the current tax year, from the original State of Incorporation,
Original application(s) for Certificate of Authority, signed by an officer of the corporation,
A letter of resolution of your board of directors adopting a forced DBA Name if your home state name isn't available in West Virginia.
to see a sample Letter of Resolution.,
Insurance companies include a copy of the Certificate of Authority issued by the WV Insurance Commissioner for your current tax year or a copy
of the written approval of the charter from the Offices of the West Virginia Insurance Commissioner,
Scrap Metal Dealers must also include a completed Scrap Metal Dealer Registration Form (Form SMD-1) [per revised West Virginia Business
Code §61-3-49-(b)(4)] and submit with the application.
Completing the Application
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.
c. If an insurance company, list your NAIC number, if you have one.
CHECK THE BOX to indicate you have obtained and submitted with this application a CERTIFICATE OF EXISTENCE (GOOD
STANDING), dated during the current tax year, from your home state of original organization as required to process your
application. The certificate may be obtained by contacting the Secretary of State's Office in the home state of original organization.
Section 2. a. The principal office address, whether it is in West Virginia or out-of-state.
b. Enter the principal mailing address, if different from principal office address.
Section 3. a. PLEASE READ CAREFULLY! More applications are rejected due to invalid name selection than any other reason.
Is your name available? The name of a corporation shall not be the same as, and shall be distinguishable from any other name which has been reserved or
filed. The “distinguishable” standard is defined 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.
If your home state name is available, but does not include a corporate suffix such as “Inc.” or “Corp.”…. enter your corporate
name on the second line and add a corporate suffix.
If your home state name is not available…attach a resolution of the board of directors adopting an available fictitious name for use to
transact business in West Virginia and enter the name on 3.a. “DBA” (doing business as name).
Issued by the Office of the Secretary of State