How to Form S-Corp in West Virginia

Quick Answer

To form an S-Corporation in West Virginia, you must first incorporate as a regular corporation with the West Virginia Secretary of State for a $100 filing fee, then elect S-Corp tax status with the IRS using Form 2553. As of April 10, 2026, corporations in West Virginia require a registered agent and face ongoing annual fees of $100 for annual reports and registration.

Step-by-Step Formation Process

1. Choose and Reserve Your Corporate Name

   • Verify name availability through the West Virginia Secretary of State’s business entity search
   • Ensure the name includes “Corporation,” “Incorporated,” “Corp.,” or “Inc.”
   • Consider reserving the name if you’re not ready to file immediately

2. Appoint a Registered Agent

   • Select a registered agent with a West Virginia street address
   • This can be yourself, a trusted individual, or a professional service
   • The registered agent must be available during business hours to receive legal documents

3. File Articles of Incorporation

   • Submit Articles of Incorporation to the West Virginia Secretary of State
   • Include required information: corporate name, registered agent details, authorized shares, and incorporator information
   • Pay the $100 filing fee
   • Processing typically takes 3-5 business days for online filings

4. Obtain Federal EIN

   • Apply for an Employer Identification Number (EIN) from the IRS
   • This is required for tax purposes and opening business bank accounts
   • Apply online at IRS.gov for immediate processing

5. File Form 2553 for S-Corp Election

   • Submit IRS Form 2553 to elect S-Corporation tax status
   • Must be filed within 2 months and 15 days of incorporation
   • All shareholders must sign the form
   • Ensure you meet S-Corp eligibility requirements (100 or fewer shareholders, all U.S. citizens/residents, one class of stock)

6. Create Corporate Bylaws

   • Draft bylaws governing internal corporate operations
   • Include provisions for meetings, voting procedures, and officer duties
   • While not filed with the state, bylaws are essential for proper corporate governance

7. Hold Initial Board Meeting

   • Conduct first board of directors meeting
   • Adopt bylaws, elect officers, and authorize share issuance
   • Document decisions in corporate minutes

Costs Breakdown

Item	Cost	Notes
Articles of Incorporation Filing Fee	$100	West Virginia Secretary of State fee
Registered Agent (if hiring service)	$100-$300/year	Optional if you serve as your own
EIN Application	Free	Apply directly through IRS
Form 2553 Filing	Free	S-Corp election with IRS
Name Reservation (optional)	Contact SOS	If needed before filing

Total Minimum Cost: $100 (if serving as your own registered agent)

Fees current as of April 10, 2026. Contact the West Virginia Secretary of State for the most current fee schedule.

Requirements Checklist

Before filing your Articles of Incorporation, ensure you have:

• Chosen an available corporate name ending in appropriate designation
• Selected a registered agent with West Virginia street address
• Determined authorized share structure
• Identified initial directors and officers
• Confirmed all shareholders meet S-Corp eligibility requirements
• Prepared to file Form 2553 within required timeframe
• Obtained registered agent’s written consent to serve

Tax Implications

Federal Tax Treatment:

• S-Corps are pass-through entities for federal tax purposes
• Profits and losses flow through to shareholders’ personal tax returns
• No federal corporate income tax at entity level
• Shareholders who work in the business must receive reasonable salary subject to payroll taxes

West Virginia State Taxes:

• West Virginia imposes state income tax at rates of 2-5.75%
• S-Corp income passes through to shareholders and is taxed on individual returns
• No separate state franchise tax for corporations
• Payroll taxes apply to employee wages, including shareholder-employees

Sales Tax:

• Base sales tax rate of 5.3% applies to taxable goods and services
• Additional local sales taxes may apply depending on business location

Ongoing Obligations

Annual Requirements:

• File annual report with West Virginia Secretary of State
• Pay $100 annual registration fee
• Deadline and specific requirements should be confirmed with the Secretary of State

Federal Tax Filings:

• File Form 1120S (S Corporation Income Tax Return) annually
• Issue Schedule K-1 to each shareholder
• File quarterly payroll tax returns if you have employees

Corporate Maintenance:

• Hold annual shareholders and board meetings
• Maintain corporate records and meeting minutes
• Keep registered agent information current
• Update ownership changes with proper documentation

Registered Agent

West Virginia requires all corporations to maintain a registered agent with a street address in the state. The registered agent serves as the official point of contact for legal documents, tax notices, and other important correspondence.

Registered Agent Options:

1. Serve as Your Own: Save money but must maintain West Virginia address and be available during business hours
2. Hire an Individual: Friend, family member, or business associate willing to serve
3. Professional Service: Registered agent companies typically charge $100-$300 annually and provide reliable, professional service

Key Responsibilities:

• Accept service of legal documents
• Receive official state correspondence
• Forward important documents to the business
• Maintain current address information with the state

Common Mistakes to Avoid

1. Missing the S-Corp Election Deadline

   • Form 2553 must be filed within 2 months and 15 days of incorporation
   • Late elections may require special relief procedures or waiting until the next tax year

2. Failing to Pay Reasonable Salary

   • Shareholder-employees must receive reasonable compensation
   • IRS scrutinizes S-Corps that pay minimal salaries to avoid payroll taxes

3. Violating S-Corp Eligibility Rules

   • More than 100 shareholders, non-resident alien shareholders, or multiple share classes disqualify S-Corp status
   • Monitor ownership transfers carefully

4. Inadequate Corporate Records

   • Maintain proper meeting minutes, resolutions, and stock records
   • Poor documentation can jeopardize limited liability protection

5. Mixing Personal and Business Finances

   • Open separate business bank accounts immediately after formation
   • Keep detailed records of all business transactions

6. Ignoring Annual Compliance Requirements

   • Missing annual report deadlines can result in administrative dissolution
   • Stay current on all state filing requirements

7. Choosing an Inappropriate Business Name

   • Ensure name availability and compliance with state naming requirements
   • Avoid names that conflict with existing trademarks

Related Guides

• How to Form S-Corp in Arizona: Complete 2026 Guide
• How to Form S-Corp in Montana: Complete 2026 Guide
• How to Form S-Corp in Pennsylvania: 2026 Complete Guide
• How to Form S-Corp in Washington: Complete 2026 Guide
• How to Form S-Corp in Wyoming: Complete 2026 Guide

FAQ

What’s the difference between forming a corporation and electing S-Corp status?

Forming a corporation creates the legal entity with your state, while electing S-Corp status is a federal tax election that determines how the IRS treats your corporation’s income. You must first incorporate, then file Form 2553 to elect S-Corporation tax treatment.

Can I form an S-Corp online in West Virginia?

You can file Articles of Incorporation online through the West Virginia Secretary of State’s website, with processing typically taking 3-5 business days. However, you’ll still need to separately file Form 2553 with the IRS to elect S-Corporation tax status.

How long do I have to elect S-Corp status after incorporating?

You must file Form 2553 within 2 months and 15 days of your corporation’s formation date. Missing this deadline means you’ll be taxed as a regular C-Corporation until you can make the election effective for the following tax year.

Do I need an attorney to form an S-Corp in West Virginia?

While not legally required, consulting with an attorney is advisable for complex situations or if you’re unfamiliar with corporate formalities. For straightforward formations, many business owners successfully file the necessary paperwork themselves or use professional formation services.

What happens if I don’t file my annual report in West Virginia?

Failing to file your annual report and pay the required fees can result in your corporation being administratively dissolved by the state. This can complicate banking, contracts, and legal proceedings, so it’s crucial to stay current with all state requirements.

Can a single person form an S-Corp in West Virginia?

Yes, West Virginia allows single-person corporations, and the IRS permits one-person S-Corporations. However, you’ll still need to follow all corporate formalities, including holding meetings and maintaining proper records, even as the sole shareholder.

How much will I save in taxes by electing S-Corp status?

Tax savings depend on your specific situation, including income level, other tax deductions, and whether you have employees. S-Corps can provide payroll tax savings for profitable businesses, but you should consult with a tax professional to determine if S-Corp election is beneficial for your circumstances.

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This article is for informational purposes only and does not constitute legal or tax advice. Consult with qualified attorneys and accountants for guidance specific to your business situation. Data current as of April 10, 2026.