How to Form a Professional Corporation in West Virginia


Steve Goldstein
Steve Goldstein
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Form a Professional Corporation in West Virginia

Are you considering starting a professional corporation in West Virginia? Congratulations! Establishing a professional corporation is an excellent choice for entrepreneurs and professionals alike who seek to benefit from a business structure that provides limited liability protection, tax advantages, and enhanced credibility. However, navigating the process of forming a professional corporation in West Virginia can be daunting.

This article aims to provide a comprehensive guide on how to form a professional corporation in West Virginia, covering everything from understanding the basics of this business entity to the essential steps and requirements you must comply with to launch your new venture successfully. Let’s dive in and explore the ins and outs of forming a professional corporation in West Virginia!

What is a Professional Corporation in West Virginia?

A professional service corporation (PSC), sometimes called a professional corporation (abbreviated as PC), is a type of organization authorized by state law to allow owners of particularly licensed professions in West Virginia. The owner of a professional corporation is responsible for their own negligence or misconduct, but they are not held personally accountable for the actions of other owners. PC or P.C. is a regularly used abbreviation to identify professional corporations.

PCs and LLCs provide personal asset protection; that is, the personal assets are free from business debts. However, they do not have similar tax benefits. There is no secret formula as to which type of business structure is better than the other. It solely depends on the requirements of your business. However, forming an LLC is easier than setting up a PC in West Virginia.

LLCBuddy Editorial Team

Unlike other types of corporations, owners of Professional Corporations get two types of citizenship. One is where they incorporated the corporation, and the other is where they conduct the business. This benefit is not available for other types of corporations. You can form a free LLC in West Virginia if you hire a professional service that provides LLC formation at $0.

How to Form a Professional Corporation in West Virginia

To form a Professional Corporation for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Registered Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in West Virginia, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

  • Doctors
  • Architects
  • Engineers
  • Accountants
  • Lawyers and others

You should be qualified to have a license to provide your service. In most cases, once you have graduated with your studies, passed the exam, and got your license, you may now form a professional corporation. However, if you work in an industry that doesn’t offer a license or professional certification, you should consider forming a corporation or limited liability company.

Step 2: Name your Professional Corporation in West Virginia

After you have decided on the idea to form a professional corporation in West Virginia, deciding the name for your corporation is significant. There is a complete guide on West Virginia LLC name guidelines for you to have a proper business name. Here are some regulations you must follow while naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • No confusion with a government entity name.
  • A unique name is needed with no match
  • Limit of restricted words that need a license.

In West Virginia, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. To keep the name, you must file a name reservation application with West Virginia Secretary of State.

A professional corporation, professional association, service corporation, or professional service corporation must be present in the name if it doesn’t already. You might opt to register your business under a different legal name if your preferred name isn’t available. Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire to run a clinic or law firm.

Step 3: Choose the West Virginia Registered Agent

The next step in forming a professional corporation is hiring the West Virginia Registered Agent, a person that accepts legal paperwork on behalf of your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in West Virginia. Forming a professional corporation for your service will be easier if you have Registered Agent in West Virginia.

Alternatively, you can serve as your own West Virginia Registered Agent if you have the time. However, you must stay compliant to avoid missing any important documents from West Virginia.

Step 4: File the Articles of Incorporation in West Virginia

After you hire a West Virginia Registered Agent to form a professional corporation, the next step is to file the West Virginia Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Registered Agent contact information should be written. You should also include the names of all co-owners. All owners have to prove they have the proper license to practice the specific profession they intend to.

Filing the Articles of Incorporation in West Virginia may be done with two methods, online and by mail. The Articles of Incorporation fee may vary from different states. However, in West Virginia, it costs $25 for online and by mail filing. Create an account/Log in to the SOS site, get the e-form, fill it, and submit online. Or get the online PDF, fill it up and upload it back on the site. . For offline filing, Send the form by mail to Eastern Panhandle Business Center, 229 E. Martin St., Martinsburg, WV 25401.

Step 5: Write an Operating Agreement in West Virginia

An operating agreement is a document that contains all of your company’s organizational details. It is not required to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The West Virginia operating agreement includes information like-

  1. About Business
  2. Members and management
  3. Capital contribution
  4. Profit Distribution
  5. Change of membership
  6. Dissolution

Step 6: Designate the PC Board of Directors in West Virginia

The next step is to appoint the initial board of directors in your PC in West Virginia. All the initial directors must submit their details to the owner. The owner must keep the records and submit them in accordance with the West Virginia SOS. When writing the By-laws, as a shareholder and owner, you must make sure there is a point mentioned about appointing a new director later.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

In creating corporate bylaws, you should include the following on how the decisions will be made.

  • The responsibilities are given to each officer.
  • How will judgments in business be made?
  • Where and when are the annual shareholder meetings?
  • The minimum number of shareholders required for decision-making.
  • Location and timing of dividend payments.

Step 8: Hold the First Board of Directors’ Meeting

After drafting the corporate bylaws, gather all the board of directors for the first meeting. This meeting will be finalized by appointing directors to manage the company’s daily operations, approve the bylaws, choose the corporation’s accounting year, and approve the stock issue. All board meetings should have minutes taken and stored with the company’s records.

Step 9: Request an EIN in West Virginia

After documenting the operating agreement, you should get or request an Employer Identification Number (EIN). An EIN will serve as the tax ID for your professional corporation. EIN can be obtained from the Internal Revenue Service (IRS). It is a 9-digit number similar to Social Security Number. EIN, however, is distinct from SSN. It is only used for business-related activities, particularly for submitting general taxes. The form must be completed and uploaded to the IRS website.

The application of an EIN in West Virginia can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is 4 weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in a number of ways. It will give your professional corporation the final advantage necessary to operate at full capacity without encountering legal or judicial issues.

Step 10: Open a Bank Account and Prepare for Taxes

Once you have filed and received your Employer Identification Number, you should open a bank account since you will use this account for yourself, your clients, and your employees.

Your business dealings in West Virginia might be simpler by having a US business bank account because it boosts your company’s legitimacy and liquidity. For firms other than sole proprietorships, most banks demand an EIN to create a business bank account. Also, keeping separate finances helps you avoid combining personal and professional finances. Also, having an EIN makes tax preparation easier. With a professional corporation, you can anticipate paying employment and corporate taxes.

Step 11: Get a Business License in West Virginia

Before your professional corporation operates in West Virginia, you need to have a business license first. A business license is a formal document issued by the state government agency that allows you to operate your business in the geographic region that that agency governs. In West Virginia, business license and permit costs depend on the business’s nature and type. You must check with the local authorities if any special licenses or city-based permits are needed.

Step 12: File Your Taxes in West Virginia

Finally, you are down to the last step. After getting a business license and being ready to operate, do not forget to file your taxes first. You should start paying taxes quarterly as soon as possible to avoid a large tax bill. Each state has different tax requirements. Go through the West Virginia classification of taxes for the taxes an LLC in West Virginia has to pay.

Important Information

Maintaining Professional and Business License in West Virginia

Now that you have established your professional corporation, you must maintain or renew your professional license every now and then. Even if your business is established but you don’t have a valid license to operate, your business is irrelevant. And, even if your professional license is still valid for a year or two, but your business license is already expired, it is still irrelevant.

Make time to check the status of your licenses at least once per year. Then, you can keep from missing anything significant. If there are any issues, you can address them.

Filing an Annual Report in West Virginia

In West Virginia, you will be required to submit a report each year. The owners’ and Registered Agent’s names and contact details are listed in the annual report. Also, it should include all of your yearly financial activity. You must submit one yearly in West Virginia, and you can do it yourself or hire someone else to handle it. Everything must be precise and up to date.

Advantages of Forming a Professional Corporation in West Virginia

A professional corporation takes a lot of time to process and pursue. However, with the help of the West Virginia Registered Agent, everything will become easier. In fact, there are advantages that will help you form a professional corporation in West Virginia.

  1. Limited Liability: The biggest advantage of setting up a professional corporation is that the owners are not held personally responsible for the debts and obligations of the company. This indicates that only the company’s assets will be confiscated to settle claims and creditors if the business is sued or declares bankruptcy. Additionally, this protection exempts corporate owners from being held accountable for other owners’ reckless or criminally negligent acts.
  1. Tax Deductions: Similar company expenses, such as employee fringe benefits, startup and operating costs, and equipment purchases, can be written off by professional companies in the same ways they can be for other kinds of firms. However, there are several tax deductions professional corporations can take advantage of that other types of businesses can’t. For example, the salaries and bonuses paid to owners and employees are tax-deductible.
  1. Retained Earnings: Professional corporations can keep a portion of their profits under the corporate tax system to grow their companies.

FAQs

What is a professional corporation in West Virginia?
A professional corporation in West Virginia is a type of corporation that is organized and operated by licensed professionals, such as doctors, lawyers, and architects, to provide a professional service.
What is the process for forming a professional corporation in West Virginia?
The process for forming a professional corporation in West Virginia includes filing an Application for Authority to Transact Business with the West Virginia Secretary of State, selecting a corporate name, obtaining a federal tax identification number, filing a Certificate of Incorporation, and obtaining any necessary professional licenses.
What is the filing fee to form a professional corporation in West Virginia?
The filing fee to form a professional corporation in West Virginia is $100.
Does a professional corporation in West Virginia need to register with the West Virginia Department of Tax and Revenue?
Yes, a professional corporation in West Virginia must register with the West Virginia Department of Tax and Revenue.
Does a professional corporation in West Virginia need to obtain a federal tax identification number?
Yes, a professional corporation in West Virginia must obtain a federal tax identification number.
Are there any annual fees associated with a professional corporation in West Virginia?
Yes, a professional corporation in West Virginia must pay an annual franchise tax (currently $50) to the West Virginia Secretary of State.
Does a professional corporation in West Virginia need to file annual reports?
Yes, a professional corporation in West Virginia must file an annual report with the West Virginia Secretary of State.
Does a professional corporation in West Virginia need to obtain any licenses?
Yes, a professional corporation in West Virginia must obtain any necessary professional licenses in order to provide services.
Are there any requirements for the corporate name of a professional corporation in West Virginia?
Yes, the corporate name of a professional corporation in West Virginia must include the words “professional corporation” or the abbreviations “P.C.” or “PC”.
Does a professional corporation in West Virginia need to have a registered office?
Yes, a professional corporation in West Virginia must have a registered office located in the state.
Can a professional corporation in West Virginia have members?
No, a professional corporation in West Virginia cannot have members.
Is there a limit to the number of directors that a professional corporation in West Virginia can have?
No, there is no limit to the number of directors that a professional corporation in West Virginia can have.
What is the liability of the shareholders of a professional corporation in West Virginia?
The shareholders of a professional corporation in West Virginia are not liable for the debts and obligations of the corporation.
Does a professional corporation in West Virginia need to hold annual meetings?
Yes, a professional corporation in West Virginia must hold an annual meeting of its shareholders.
Does a professional corporation in West Virginia need to have bylaws?
Yes, a professional corporation in West Virginia must have bylaws that set forth the rules and regulations governing the corporation.
Does a professional corporation in West Virginia need to appoint a registered agent?
Yes, a professional corporation in West Virginia must appoint a registered agent to accept legal notices and process service of process.
Does a professional corporation in West Virginia need to keep corporate records?
Yes, a professional corporation in West Virginia must keep records such as meeting minutes, corporate resolutions, and shareholder lists.
Does a professional corporation in West Virginia need to have a seal?
No, a professional corporation in West Virginia does not need to have a seal.
Does a professional corporation in West Virginia need to issue stock certificates?
Yes, a professional corporation in West Virginia must issue stock certificates to its shareholders.
Does a professional corporation in West Virginia need to maintain a corporate bank account?
Yes, a professional corporation in West Virginia must maintain a corporate bank account for the purpose of conducting business.
Can a professional corporation in West Virginia issue stock?
Yes, a professional corporation in West Virginia can issue stock to its shareholders.
Can a professional corporation in West Virginia have an S Corporation election?
Yes, a professional corporation in West Virginia can make an S Corporation election with the Internal Revenue Service.
Is there a minimum amount of capital that a professional corporation in West Virginia must have?
No, there is no minimum amount of capital that a professional corporation in West Virginia must have.
Is there a limit to the number of shareholders that a professional corporation in West Virginia can have?
No, there is no limit to the number of shareholders that a professional corporation in West Virginia can have.
Does a professional corporation in West Virginia need to file a West Virginia corporate income tax return?
Yes, a professional corporation in West Virginia must file a West Virginia corporate income tax return.
Does a professional corporation in West Virginia need to file a federal corporate income tax return?
Yes, a professional corporation in West Virginia must file a federal corporate income tax return.
Are there any special requirements for foreign professional corporations in West Virginia?
Yes, foreign professional corporations in West Virginia must register with the West Virginia Secretary of State, obtain a federal tax identification number, and file an annual report.
What are the penalties for failing to file an annual report for a professional corporation in West Virginia?
The penalties for failing to file an annual report for a professional corporation in West Virginia include fines and the potential dissolution of the corporation.
What is the process for forming a Professional Corporation in West Virginia?
The process for forming a Professional Corporation in West Virginia involves filing Articles of Incorporation with the West Virginia Secretary of State, appointing a registered agent, creating a corporate bylaw, issuing shares of stock and obtaining any necessary business licenses or permits.
What are the requirements for forming a Professional Corporation in West Virginia?
To form a Professional Corporation in West Virginia, the corporation must include the word “professional” in its name and the Articles of Incorporation must state that the corporation is organized to render a professional service. In addition, the corporation must have at least one director, and all shareholders must be licensed to render the professional service.
What are the benefits of forming a Professional Corporation in West Virginia?
Forming a Professional Corporation in West Virginia offers numerous benefits, including limited liability, potential tax savings, increased credibility, and increased ability to attract investors.
What documents are required for forming a Professional Corporation in West Virginia?
The documents required for forming a Professional Corporation in West Virginia include Articles of Incorporation, a corporate bylaw, and a registered agent appointment form.
Are there any fees associated with forming a Professional Corporation in West Virginia?
Yes, there are fees associated with forming a Professional Corporation in West Virginia. These fees include a filing fee for the Articles of Incorporation, a registered agent fee, and possibly other fees related to obtaining business licenses or permits.

Also Read

Why West Virginia Professional Corporation is So Important

One of the primary reasons why creating a professional corporation in West Virginia is so important is the protection it offers to professionals. By forming a corporation, professionals can shield themselves from personal liability in the case of lawsuits or financial trouble. This separation between personal and professional assets helps safeguard the individual’s personal wealth and assets from being at risk in the event of business-related issues.

Furthermore, the formation of a professional corporation allows professionals to signify a level of credibility and professionalism to clients and potential clients. Having a registered professional corporation can instill a sense of trust and confidence in the services provided by the professionals associated with it. Clients are often more likely to work with professionals who have taken the initiative to establish a formal business structure.

In addition to protection and credibility, a professional corporation also offers tax benefits for professionals in West Virginia. By operating as a corporation, professionals may be able to take advantage of various tax deductions and incentives that can help reduce their overall tax burden. This can lead to significant cost savings and allow professionals to reinvest more money back into their businesses.

Furthermore, operating as a professional corporation can provide professionals with more flexibility and opportunities for growth. The corporate structure allows professionals to easily bring on new partners or shareholders, transfer ownership, or raise capital through the sale of stock. This can facilitate expansion and diversification of services, ultimately leading to increased success and profitability.

Beyond benefits to individual professionals, the formation of professional corporations in West Virginia also benefits the overall economy of the state. By encouraging professionals to establish formal businesses, the state can attract more talent and innovation, ultimately driving economic growth and creating more job opportunities for residents.

Overall, the decision to form a professional corporation in West Virginia is a strategic one that can yield numerous benefits for professionals, clients, and the state’s economy as a whole. From liability protection and credibility to tax advantages and growth opportunities, the structure of a professional corporation offers a host of advantages for professionals looking to establish and grow their businesses in West Virginia.

Conclusion

In forming a professional corporation in West Virginia, having someone to help you build it is not necessary but suggestible. Even though it is easy because of the listed benefits and advantages above, forming your group of professional individuals will make it somehow successful. Just make sure to be guided by the steps and ensure that every one of the details and records is accurate and precise. And if you have any questions, share them in the comment section below.

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