West Virginia Nonprofit Document Requirements

Naming your organization is one of the hardest things you’ll do! Choose a name that conveys your organization’s purpose and is memorable for potential donors and constituents. You also need to consider the specific requirements set by West Virginia. The name must include “Corporation” (Corp.), “Incorporated” (Inc.), “Company” (Co.), “Limited” (Ltd.), or “Foundation” (“Foundation” is reserved for the exclusive use by non-profit organizations only).

You cannot use a name currently registered in the state, so you also want to check the availability of your chosen name (https://apps.sos.wv.gov/business/corporations/). Consider a few variations that can be registered instead if your chosen name is taken.

After selecting a name, you need to designate an incorporator and registered agent. What are these roles? Let’s explore.

• Incorporator: The Incorporator incorporates the business. They are responsible for filing the paperwork with the state, and their responsibilities end once the company is established.
• Registered Agent: A Registered Agent plays a vital role in handling legal documents received by your organization. The registered agent must either be a resident of West Virginia or a corporation authorized to conduct business there. By appointing a qualified registered agent, you ensure that critical legal communications and notices are promptly received and appropriately addressed on behalf of your organization.

The Board of Directors assumes responsibility for guiding and making decisions on behalf of the organization. Typically, a board comprises critical positions such as a president, treasurer, secretary, and other roles necessary for effective organizational governance.

Think of the Board as the people who run and manage the nonprofit organization. They may hire staff members to conduct business, but they are still always responsible for the organization.

Per federal regulations, a minimum of three directors who are not related to one another must be appointed (unless the organization is a Private Foundation, where related board members are ok). The organization’s Bylaws typically outline the specific board positions, ensuring compliance with internal guidelines and state requirements.

Forming a nonprofit in West Virginia requires a lot of paperwork. The Bylaws and Conflict of Interest Policy helps govern the organization’s operations.

• Bylaws: Bylaws serve as a comprehensive set of rules that dictate the operations and governance of the nonprofit.
• Conflict of Interest Policy: The Conflict of Interest policy aims to safeguard the organization’s integrity by ensuring that decisions made by the board and officers are in the organization’s best interest and do not benefit individual members.

This step is a big one! Incorporating legally establishes your organization in West Virginia, making everything official. The Articles of Incorporation are legal documents that include essential information about the nonprofit, such as its name, address, incorporator, registered agent, and more.

When the IRS establishes federal tax-exempt status (which we’ll talk about later in this guide), specific clauses must appear in your Articles of Incorporation. West Virginia does not include these automatically when filing.

West Virginia charges a $25.00 filing fee and typically processes applications in 15 business days.

Did you know there are over two-dozen types of 501(c) tax-exempt organizations? 501(c)(3) is by far the most common and well-known, but it may not be the one that fits your organization. Determine which type of 501(c) tax-exempt nonprofit your organization is and prepare the appropriate application. It will likely be the IRS 1023, 1023 EZ, or 1024.

The IRS charges a $275 to $600 filing fee and typically processes applications in a few months.

• State Sales Tax Exemption: This exempts your organization from paying sales tax.

• Annual Report: Due annually by July 1. Failing to file an Annual Report may cause your organization to be automatically dissolved, meaning it is no longer a legal entity.
• Charity Registration Renewal: Due annually by the anniversary date of registration. Remember, failing to renew will lead to the organization illegally soliciting funds.
• Federal 990: Nearly all organizations must file a Form 990 Annual Report to maintain tax-exemption status. The 990 return is due on the 15th day of the 5th month after the end of the organization’s fiscal year. Failure to file for three consecutive years will automatically revoke the organization’s tax-exempt status!