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Statutes

"(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:

(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section one thousand five hundred six of this article;

(2) The name of the state or country under whose law it is incorporated;

(3) Its date of incorporation and period of duration;

(4) The mailing address of its principal office;

(5) The address of its registered office in this state, if any, and the name of its registered agent at that office, if any;

(6) The names and usual business addresses of its current directors and officers;

(7) Purpose or purposes for transaction of business in West Virginia; and

(8) An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.

(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. (§31D-15-1503)

Each foreign corporation authorized to transact business in this state may continuously maintain in this state:

(1) A registered office that may be the same as any of its places of business; and

(2) A registered agent who may be:

(A) An individual who resides in this state and whose business office is identical with the registered office;

(B) A domestic corporation or domestic nonprofit corporation whose business office is identical with the registered office; or

(C) A foreign corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical with the registered office. (§31D-15-1507) "

Cases

Comments

A foreign corporation with a valid certificate of authority has the same rights and has the same privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities as, a domestic corporation of like character. W. Va. Code Ann. § 31D-15-1505(b).

Contributors

Steven N. Leitess
Leitess Friedberg PC

The statutory information was edited and reviewed with the support of MultiState

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