The process of Legally Closing a Corporation in West Virginia is called Dissolution.  After a West Virginia Corporation has been Dissolved, it ceases to be Legally Active in the West Virginia Secretary of State's records and may no longer Legally conduct business in the state of West Virginia.

A West Virginia Corporation is created when the WV Secretary of State approves the Formation Documents - Articles of Incorporation.  A record of the West Virginia Corporation is added to the list of Corporations which have officially registered with the West Virginia Secretary of State.  Once a Corporation is registered with the West Virginia Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a West Virginia Corporation with the West Virginia Secretary of State and want to cease business activities you have to let the WV Secretary of State know that you intend to close your company.  Only after the WV Secretary of State has made sure that all of the obligations of the West Virginia Corporation have been fulfilled will the Secretary of State approve of the closure of the company.

When the West Virginia Secretary of State approves the closing of a WV Corporation, that West Virginia Corporation is said to be Dissolved.  The process of Dissolving a West Virginia Corporation is called West Virginia Corporation Dissolution.

The West Virginia Secretary of State requires clearance from the WV Tax Commissioner and West Virginia Bureau of Employment Programs to the effect that all taxes due the state of West Virginia have been paid.

As soon as a West Virginia Corporation is registered with the WV Secretary of State, that Corporation is responsible for recurring obligations of the West Virginia Secretary of State and the West Virginia Department of Revenue.  If a West Virginia Corporation does not file its required reports or pay its tax obligations, then that WV Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your West Virginia Corporation with the West Virginia Secretary of State that WV Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

West Virginia Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the West Virginia Secretary of State; and things that you have to do after the WV Secretary of State has approved Dissolution of the West Virginia Corporation. 

When a West Virginia Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the West Virginia Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the West Virginia Corporation has.  If the West Virginia Corporation has not commenced business then the WV Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the West Virginia Corporation
   
   If a Board of Directors has been appointed for the West Virginia Corporation, then the Board is required to adopt a resolution to Dissolve the WV Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the West Virginia Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the West Virginia Secretary of State.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the West Virginia Corporation
   
   If a West Virginia Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the West Virginia Corporation Dissolution process is easier.
   
   
   If necessary, we can transcribe and compile minutes into a form that is legally recognized by the West Virginia Secretary of State.
   
   
3. File all required Annual Reports with the West Virginia Secretary of State
   
   The West Virginia Secretary of State will not approve the Dissolution of a WV Corporation until all required administrative reports have been filed.
   
   We can file any requiredAnnual Reports with the WV Secretary of State.
   
   
4. File all required tax returns with the West Virginia Department of Revenue
   
   The West Virginia Secretary of State will not approve the Dissolution of any WV Corporation until that Corporation has fulfilled all its tax obligations with the West Virginia Department of Revenue.
   
   
5. Clear up any business debts
   
   All creditors of a West Virginia Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the West Virginia Secretary of State does not legally require the publication of a Notice of Dissolution of a West Virginia Corporation, publication is a good way to notify anyone who might have a claim against the West Virginia Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the WV Corporation after the West Virginia Corporation has been dissolved.
   
   
6. Pay all taxes and administrative fees owed by the West Virginia Corporation
   
   The West Virginia Secretary of State will definitely not approve the Dissolution of a West Virginia Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the West Virginia Corporation
2. Close all business bank accounts of the West Virginia Corporation
3. Cancel all local business licenses and permits
4. File Form 966 with the IRS
5. Cancel the IRS account associated with the WV Corporation's Federal Tax ID (EIN)
6. Keep Records of all Pertinent Business Documents

1. Distribute all remaining assets of the West Virginia Corporation
   
   If the West Virginia Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the WV Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the West Virginia Corporation
   
   If there are any business accounts that have been opened for the West Virginia Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved West Virginia Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the WV Corporation
   
   If the West Virginia Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the West Virginia Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved West Virginia Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the West Virginia Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the WV Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the West Virginia Corporation.  Once the IRS links an EIN to a West Virginia Corporation, that EIN stays with the West Virginia Corporation even after the Company has been Dissolved by the West Virginia Secretary of State.
   
   When the IRS processes the final tax return for the West Virginia Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the West Virginia Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a West Virginia Corporation can close an EIN account, it must be in Good Standing with the IRS.  The West Virginia Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The West Virginia Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your West Virginia Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your West Virginia Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your West Virginia Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a West Virginia Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

The West Virginia Secretary of State requires a Tax Clearance Certificate from the WV Department of Revenue before it will approve the Dissolution of a West Virginia Corporation.

The time it takes the WV Department of Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the West Virginia Corporation. In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the West Virginia Department of Revenue.

Once the initial actions are completed, the West Virginia Secretary of State usually takes around 2-4 business days to process the Articles of Dissolution.

Processing times for West Virginia Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of West Virginia Dissolution filings takes the state around 2-4 business days.

We are dependent on, and have no control over, the staff and systems of the West Virginia Secretary of State or West Virginia Department of Revenue. In our experience 2-4 business days is the time it usually takes the West Virginia Secretary of State to process a West Virginia Dissolution filing. We get your West Virginia Corporation Dissolution filing to the WV Secretary of State as soon as possible after we receive your order. Once it is at the state we have no control over the West Virginia Dissolution approval process.

The total cost to Dissolve a West Virginia Corporation varies depending on exactly what is required for each specific WV Dissolution. We charge $249 plus any state fees for our West Virginia Corporation Dissolution services. This includes:

• Same day processing
• Transcribe minutes of Board of Directors meeting which proposes Dissolution
• Transcribe minutes of Shareholders meeting at which Dissolution was approved
• Prepare and file Articles of Dissolution with the West Virginia Secretary of State
• Prepare US IRS Form 966 for you to sign and file
• Prepare documents to cancel Federal EIN account
• Certified copy of Dissolution filing from WV Secretary of State
• Priority Mail Delivery of all documents
• Unlimited Customer Support

We also offer these West Virginia Corporation Dissolution services separately as explained below.

If there are Foreign Corporations in states other than West Virginia that are tied to the Domestic West Virginia Corporation then each of those Foreign Corporations must be Dissolved before the West Virginia Corporation can be legally Dissolved.

A West Virginia Corporation may revoke its Articles of Dissolution by filing a Revocation of Dissolution with the West Virginia Secretary of State within 120 days of the date on which the WV Secretary of State approved the Articles of Dissolution of the West Virginia Corporation.

A West Virginia Corporation company name becomes available for anyone to use when the West Virginia Corporation is Dissolved by the West Virginia Secretary of State. There are no Corporation company name protections in West Virginia once a West Virginia Corporation has been Dissolved by the WV Secretary of State.

There are no state of West Virginia requirements for the publication of a Notice of Dissolution of a West Virginia Corporation.

While the West Virginia Secretary of State does not legally require the publication of a Notice of Dissolution of a West Virginia Corporation, publication is a good way to notify anyone who might have a claim against the West Virginia Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the WV Corporation after the West Virginia Corporation has been dissolved.