How to Form a West Virginia Nonprofit Corporation in 2023

What is a Nonprofit Corporation?

A nonprofit and for-profit corporation both have similar “nuts and bolts,” so to speak. Both businesses have a board of directors, CEOs, bylaws, annual board meetings, and the like.

But what makes a nonprofit stand out is its purpose. A business corporation typically organizes for financial gain; a nonprofit exists not to make money but to further a cause or reach a goal. Additionally, a business corporation gains investors by offering stock, which has the incentive of dividends and financial gain. Nonprofit corporations solicit contributions that don’t generate any income for those investors.

Well-known nonprofits include groups like Doctors Without Borders, Alcoholics Anonymous, and even your local YMCA.

It’s important not to confuse “nonprofit” with “no income.” Most nonprofits generate income from donations or day-to-day services. The distinction is that nonprofits use 100% of their income to pay expenses and reinvest in their cause. For example, the YMCA uses member dues and community donations for exercise programs, youth sport development, and maintaining their equipment and facilities. They also pay their employees.

Because of this, nonprofit corporations may apply for and receive a tax-exempt status (typically a 501(c)(3) designation), eliminating the corporation’s responsibility for income taxes at the federal and state levels.

Should you form one?

Before you dive into the rest of this guide, you should do a little soul-searching: should you even form a nonprofit in West Virginia? The goal is a noble one, but it certainly isn’t for everyone. And some concepts simply aren’t right for the nonprofit sector.

Here are some questions to ask:

• Will I be able to convince others to buy into this cause? How hard will it be to attract donors?
• Are there other existing nonprofits with the same goal?
  • If so, do they operate in West Virginia? Nationwide? Should I form a local chapter of their nonprofit instead?
  • Can I further this cause better or differently than they are?
• Can I hire employees for this cause, or will I rely on volunteers? How will I successfully recruit their help?

If you find yourself stumped by any of those questions, you may want to step back and get some help…or simply do some more thinking before diving in. But if you have answers to most of those questions, then you’re well on your way to starting a West Virginia nonprofit organization.

Starting a West Virginia Nonprofit: Step by Step

Technically, the process for creating a West Virginia nonprofit entity is pretty simple. It’s really just a matter of picking a few people and filing some paperwork (it’s the requirements immediately after forming the nonprofit that get complicated).

1. Pick & Claim a Name

Choosing a name is one of the most crucial decisions for starting your business. You want to pick a name that’s memorable, likable, and most importantly, compliant with West Virginia state law.

West Virginia has pretty simple laws for nonprofit names:

• Your name must include the word “corporation,” “limited,” or “company;” abbreviations of these words are also permitted
• Your name cannot state or imply a purpose that goes against state law or the purpose state in your Articles of Incorporation
• Your name must be “distinguishable upon the records,” or distinct from the names of other entities in the state

If you want more information on West Virginia nonprofit names, check out the Corporate Name section of the West Virginia Nonprofit Corporation Act.

As a result, you have a lot of leeway to pick a name that will resonate with your target audience, potential donors, and of course, with you. The ideal West Virginia nonprofit name describes what the organization does, sounds good when said out loud, and just “sticks” in the minds of people who see it.

Whenever you pick a potential name, you should check whether it’s available with a Business Entity Search. Typically, if you type in your desired name and no exact matches show up, your name is available to use. This seems like a very basic step, but it’s crucial to streamlining your filings.

Once you nail down an available name that you like, you can reserve it using the Application for Name Reservation form. This optional filing costs $15 to submit, but once it’s approved, your name will be protected for 120 days. That gives you plenty of time to prepare other business documents without losing your name to another business or nonprofit.

You can learn more through our guide on how to reserve a West Virginia business name.

2. Assemble your initial board

A nonprofit corporation is only as impactful as the people leading it. That’s why your initial board of directors is extremely important; you’ll want to pick a team of people that are just as passionate about your cause as you are.

More importantly, it’s helpful to choose a group with complementary strengths. For example, a medical outreach group might have a board of directors with three doctors, a nurse, a financial expert, a creative visionary, and a lawyer. The right board of directors will help your nonprofit thrive.

West Virginia doesn’t have a bunch of rules about who can serve on the board. The only explicit requirement is that your board must have at least three directors. As long as you have the minimum three directors, your nonprofit can set out how many extra directors you’ll have (and their qualifications) in your company bylaws. You can also dictate how each director is appointed, how long they’ll serve, how they’ll resign, and how you’ll replace them.

3. Appoint a registered agent

Every West Virginia entity—nonprofits, corporations, and LLCs alike—must appoint a registered agent. This individual accepts “service of process” from the state on your behalf. Basically, if the state ever needs to notify you regarding a lawsuit or an upcoming annual report due date, they’ll contact your registered agent. The agent forwards that notice to you.

West Virginia has pretty lenient criteria for a nonprofit’s registered agent, as found in The West Virginia Business Corporation Act:

• Every entity that files with the Secretary of State (both domestic and foreign) must appoint a registered agent
• The agent may be an individual resident of the state OR a business corporation with authority to operate in the state
• An agent must be continuously maintained

So you might ask, “Can I serve as my nonprofit’s registered agent?” Technically, you can. But we don’t recommend it. That puts your personal details (and often private details like your address and primary email) on the public record. You’ll also be busy running your nonprofit and pursuing your goals; you won’t want to tie yourself down to a registered address (especially for a tedious thing like service of process). We recommend appointing an individual you trust.

Or, if you prefer, you can hire a registered agent service instead. For a small annual fee, these services will act as your agent. That frees you up to focus on running your nonprofit.

4. File your Articles of Incorporation

Up until now, your nonprofit has just been an idea; it’s not recognized by the state government. Technically, businesses don’t “exist” until they file the appropriate paperwork. For West Virginia nonprofits, that means filing the Articles of Incorporation.

This three-page document (plus a custom-order form, if needed) requires some foundational information about your nonprofit. Here’s the data you’ll need to have on hand:

• The name of your nonprofit
• Address of your principal office
• Mailing address (if different from above)
• Physical office location address (if different from above)
• Name and address of your registered agent
• Email address for business communications
• Website for your nonprofit, if you have one
• Whether or not you own additional businesses in West Virginia
• Whether your corporation is for-profit or nonprofit (both business types use the same form)
• A statement of purpose for your corporation (recommended to include the IRS’s recommended language for tax-exempt status, too)
• Whether or not your nonprofit will have members
• If you have members, the rights of each member class
• Name and address of each incorporator
• Whether your business is a veteran-owned organization
• How much land the organization will hold
• Contact information for questions about the filing
• Signature of incorporator

All told, this form is pretty simple to complete; all you really have to do is fill in the requested information, and you’ll be set to go. The section to include language for tax-exempt status might seem a bit tricky, but it’s actually fairly simple. The text suggested by the IRS is pretty much boilerplate text that you can customize for your nonprofit’s unique needs.

West Virginia also allows you to file this form online, if you prefer. Either way, you’ll need to have $25 on hand to pay the filing fee.

Congratulations! Your nonprofit is now a recognized entity in West Virginia!

Prepare for & Hold Your First Board Meeting

After your Articles of Incorporation form is complete, it’s time to truly get your nonprofit’s activities underway. And that means it’s time for the first board meeting.

No two board meetings will look exactly the same; after all, every nonprofit has different tasks to accomplish. West Virginia does expect you to have board meetings, but the exact terms of them—the who, the where, the how, and so on—will be dictated by your bylaws.

For example, your bylaws might require your president and CFO to report on the recent accomplishments and financial standing of the nonprofit. Other nonprofits will take a different approach. For more information on your meetings, please consult the Directors and Officers article of the West Virginia Nonprofit Corporation Act.

Your very first board meeting, however, will look a bit different. Here’s what you’ll need to accomplish:

• Draft and approve the nonprofit’s bylaws: The bylaws dictate exactly how your nonprofit will be run. This includes a detailed rundown of your corporate purpose, how your board will be selected and replaced, how you’ll raise funds, how you’ll hire employees or solicit volunteers, and much more (including a provision for how to amend the bylaws). To save time, you may choose to write a draft before the meeting and revise it when your full board is present. The important thing is that the board approves the final bylaws, making them the governing document for your nonprofit.
• Draft and approve a conflict of interest policy: Occasionally, one of your nonprofit’s contributors will have personal affairs that intersect with the activities of your nonprofit. A conflict of interest policy dictates exactly what happens in those situations, protecting both the nonprofit and the individual contributor.
• Appoint someone to take minutes at each meeting: Every West Virginia nonprofit corporation must establish and maintain a corporate record. That’s why every board should appoint someone to take minutes, or a summary of every board meeting, documenting what was said and what decisions were made.
• Finalize responsibilities for each board member: If one board member will be responsible for fundraising while another raises awareness for the cause, you should assign those roles at the initial board meeting.
• Appoint officers for the nonprofit (if needed): Some corporations choose to have their officers, such as the CEO or CFO, be members of the board. Others appoint non-board members to fill these roles, creating a division between the governance and day-to-day operations. Either choice is fine, but these vital roles should be filled.

This initial meeting will be a very full, technical day (or even series of days!), but nailing down these aspects will help you establish a nonprofit that’s compliant with West Virginia state law and efficiently run.

Take Care of Taxes

Taxes as a nonprofit are a tricky beast; frankly, we recommend getting advice from a tax lawyer, accountant, or similar consultant to make sure you cover all your bases! But let’s take a quick look at the basics for nonprofit taxes.

First, apply for tax-exempt status on the federal level

If you don’t file for tax-exempt status, you’ll technically be liable for corporate income taxes. And that’s the last thing a non-profit wants. That’s why you’ll need to start out by filing Form 1023 or Form 1024, which are the applications for charitable, religious, or educational groups and other nonprofits respectively. After that application is completed, you’ll play the waiting game. The IRS can take up to 180 days to approve or reject your application, so we highly recommend completing the application correctly the first time.

Once your application is approved, you’ll receive a letter of tax-exempt status from the IRS. This letter automatically exempts you from income taxes on the state and federal levels. However, if you’re hoping for an exemption from the state’s sales tax, you’ll need to complete an additional step and fill out an application for it. This application isn’t too complicated, but it’s not a step you want to overlook.

Obtain an EIN

An EIN, or an Employer Identification Number, is an important identifier to get; it acts a bit like a Social Security Number, but for a business entity. Unfortunately, you aren’t assigned one automatically.

Thankfully, it’s free to apply for an EIN online with the IRS. Even if you don’t plan to have employees right away, it’s a good idea to have this number from the get-go. Miscellaneous forms, such as license applications or even bank accounts, may request this number.

Account for employment & miscellaneous taxes

No two businesses are alike, so each nonprofit will have slightly different taxes. That said, West Virginia nonprofits with employees will need to account for withholding and unemployment insurance taxes on the state and federal levels, and more.

There are also miscellaneous industry-specific taxes in West Virginia, such as fees for beer and wine, soft drinks, health care, and more. In most cases, these taxes won’t apply to your nonprofit, but it’s still a good idea to double-check with the West Virginia State Tax Department just to be sure you’ve covered all your responsibilities.

That’s the basic gist of nonprofit taxes in West Virginia. We still recommend consulting with a tax professional, as they’ll be able to give you specialized advice for your unique situation.

Register for Licenses and Permits

Licenses and permits are especially important for nonprofits. And there are three major categories of potential permits and licenses: fundraising, lobbying, and licensing. Let’s walk through West Virginia’s requirements for each of those three areas.

1. Fundraising

A lot of states require you to register in order to solicit charitable contributions, and West Virginia is no exception; you’ll have to register with the Secretary of State. The fee starts at $15, and you can submit it online or by mail.

This registration requires annual renewal, but the process looks very similar; you simply file the renewal form. The due date is technically the day you first registered, but you can actually file as soon as 60 days before the due date. For organizations that collect less than $1,000,000 in a year, that fee stays at $15, but it jumps to $50 for nonprofits with contributions exceeding $1,000,000.

2. Lobbying

If your nonprofit will be lobbying for its cause in a formal capacity, then you’ll need to ensure that each person lobbying has the appropriate registration. In West Virginia, registration is required for any lobbyist that either spends money on a public servant for lobbying or receives compensation for lobbying.

The fee is $100 per lobbyist plus $100 per organization represented, and the registration lasts for 2 years. While active, lobbyists are also required to submit reports of their activities and expenses. For more information (and to begin your registration), check out the West Virginia Ethics Commission.

3. General licensing

Nonprofits are tax-exempt, but they aren’t exempt from licensure requirements, whether that’s for an industry-specific license or a state general business license. So you’ll need to get the licenses that apply to your unique organization.

West Virginia, unlike some states, doesn’t have a general business license that every entity in the state needs to get. So most license requirements come at the industry level instead. West Virginia upholds all federally regulated industry licenses, and West Virginia Business OneStop is a great place to check out the state-level license requirements. It’s up to you to learn if there are any licenses required for your industry, so be sure to complete this step!

Whenever you apply for a license or permit, we recommend inquiring about the requirements for renewing your licenses. That way you’ll know exactly how often you’ll need to renew your licenses (if applicable).

Meet Insurance Requirements

We highly recommend that every business entity maintain at least some sort of general liability policy — even nonprofit entities. There’s always a chance that something can go wrong (no matter how careful you are).

A natural disaster can happen, a break-in might cost you some important equipment, or an accident during day-to-day operations might cause a broken bone and damaged property. A general liability policy will protect your business if something like that happens.

West Virginia state law also requires you to get a workers’ compensation insurance policy if you have employees working for your nonprofit. You can learn more about this requirement with the Insurance Commissioner.

Top Resources for West Virginia Nonprofits

Nonprofit work isn’t always easy, but you never have to go it alone! There are dozens, if not hundreds of nonprofit resources available to West Virginia organizations.

On the national level, there’s the National Council of Nonprofits. They exist to advocate for and strengthen nonprofits throughout the country by providing nearly comprehensive resources, teaming up with each state’s nonprofit network, and keeping you aware of the trends in policy and public opinion. It’s also a great place to peruse the latest reports and data about charitable giving and advocacy in the U.S.

On the state level, you can always turn to the West Virginia Nonprofit Association. In their own words, the WVNA exists to “help build capacity within West Virginia’s nonprofit organizations and to advance the sector as a whole.” The WVNA does require membership, but joining grants you several advantages, including strategic partnerships, access to the GrantStation, and more, so joining will be worth your while.