How to Form a Professional Corporation in West Virginia (2024 Guide)

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Forming a Professional Corporation in West Virginia

If you would like to start and learn how to form a corporation in West Virginia, there are a few things that you should do now. However, in a professional corporation, professionals must create a special organizational structure to establish a professional or service corporation. Among the appropriate professions to organize a professional corporation in West Virginia are accountants, physicians, engineers, architects, and attorneys.

Forming a professional corporation in West Virginia or any business organization needs a certain number of steps. In this article, Webinarcare Editorial Team is going to share those steps. Keep in mind that these are general procedures. Depending on local law, it may be modified. For instance, your professional corporation may be subject to city or county-based rules.

Form a Professional Corporation in West Virginia

What is a Professional Corporation in West Virginia?

A professional service corporation (PSC), often known as a professional corporation (abbreviated as PC), is a particular type of organization that is permitted by state law to allow owners of specifically licensed professions to practice in the West Virginia. A professional corporation’s owner is answerable for their own negligence or wrongdoing but is not held personally liable for the actions of other owners. The abbreviation PC or P.C. is frequently used to denote professional corporations.

This structure allows professionals to enjoy some of the benefits and protections of a traditional corporation while maintaining their professional status and abiding by the regulations of their respective licensing boards.

LegalZoom is the recommended corporation formation if you are thinking of forming a professional corporation from scratch. However, you can always start an LLC in West Virginia, if you changed your mind.

– WEBINARCARE EDITORIAL TEAM

How to Form a Professional Corporation in West Virginia

To form a Professional Corporation in West Virginia 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-

To provide your service, you must be qualified and have a license. In most cases, you can now form a professional corporation after finishing your studies, passing the exam, and receiving your license. If you work in an industry that does not provide a license or professional certification, you should consider starting an LLC or corporation.

Step 2: Name your Professional Corporation in West Virginia

After you have decided to form a professional corporation in West Virginia, you must choose a name for your corporation. Here are some pointers to consider when 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)
  • Limit of restricted words that need a license.
  • A unique name is needed with no match
  • No confusion with a government entity name.

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. You must file a name reservation application in the West Virginia Secretary of State to keep the name.

If not already present, a professional corporation, professional association, service corporation, or professional service corporation must be included in the name. You may register your business under a different legal name if your preferred legal name is unavailable. Once you’ve decided on a name, you can apply for West Virginia DBA (doing business as). This way, you can run a clinic or law firm under your name.

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Step 3: Choose the West Virginia Registered Agent

The next step in forming a professional corporation is hiring a Registered Agent, who accepts legal paperwork for 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 Registered Agent if you have the time. Usually, in West Virginia, a Registered Agent costs is ranging from $50 – $150. To make it easier, you can hire West Virginia Registered Agent Services for your professional corporation.

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Step 4: File the Articles of Incorporation in West Virginia

After you hire a 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. Include the names of all co-owners as well. All owners must demonstrate that they have the necessary licenses to practice the profession in question.

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 state. 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 in West Virginia is a document that contains all of your company’s organizational details. It is optional to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

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

The next step is to form the first board of directors for your PC in West Virginia. All of the initial directors must provide the owner with their contact information. The owner must keep records and submit them by the West Virginia Secretary of State. As a shareholder and owner, you must ensure that a provision for appointing a new director is included in the By-laws. In West Virginia, you must have Three directors in forming your Professional Corporation.

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.

Creating comprehensive corporate bylaws requires specific knowledge about the company, its structure, and operations. However, I can provide you with a general outline of what corporate bylaws usually include. It is crucial to consult with West Virginia Business Attorney or a legal expert to ensure that your bylaws comply with the laws and regulations governing your jurisdiction and industry.

  • Name and Purpose of the Corporation
  • Registered Office and Agent
  • Shareholders
  • Board of Directors
  • Officers
  • Committees
  • Indemnification and Insurance
  • Conflict of Interest
  • Records and Reports
  • Amendments
  • Miscellaneous

Step 8: Hold the First Board of Directors’ Meeting

Gather the board of directors for the first meeting after drafting the corporate bylaws. This meeting will conclude with the appointment of directors to manage the company’s daily operations, approval of the bylaws, selection of the corporation’s financial reporting year, and approval of the stock issue. Minutes should be taken at all board meetings and kept with the company’s records.

Step 9: Request an EIN in West Virginia.

After the operating agreement’s documentation, you should get or request an Employer Identification Number (EIN) in West Virginia. The tax ID for your professional corporation will be an EIN. The Internal Revenue Service can provide an EIN (IRS). It has nine digits and is comparable to a social security number. Nevertheless, EIN is different from SSN. Only business-related tasks, primarily filing general taxes, are performed using it. The form needs to be filled out and submitted online to the IRS.

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 four 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 several ways. It will give your professional corporation the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

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Step 10: Open a Bank Account and Prepare for Taxes.

You should open a business bank account as soon as you have applied for and received your Employer Identity Number because you will use this account for yourself, your clients, and your staff. Check out the Best Banks in West Virginia for you to decide on which bank you are going to open an account.

Due to your organization’s increased legality and liquidity, having a US business bank account may make conducting business in West Virginia easier. Most banks require an EIN for businesses other than sole proprietorships to open a business bank account. Also, keeping your accounts separate will prevent you from merging your personal and business finances. Also, filing taxes is simpler when you have an EIN. You can expect to pay employee and corporate taxes when you form a professional corporation.

Step 11: Get a Business License in West Virginia

Before your professional corporation operates in West Virginia, you must have West Virginia Business License first. A business license is a formal document issued by a state government agency that allows you to conduct business in the geographic area governed by that agency. The cost of business licenses and permits in West Virginia ranges from $50 – $300. You must check with the local authorities to see if any special licenses or permits are required.

Step 12: File Your Taxes in West Virginia

Finally, you’ve arrived at the final process. Remember to file your taxes when you have obtained a business license and are ready to begin operations. To avoid a large tax bill, you should begin paying taxes quarterly as soon as possible. Each state has different tax requirements. Start examining the West Virginia tax classification for the taxes that an LLC in West Virginia must pay.

Main Characteristics of a Professional Corporation

In forming a Professional Corporation, the main characteristics must be distinguished before forming it. These are the general characteristics of forming a Professional Corporation in West Virginia.

  • Limited Liability Protection: A professional corporation provides its owners, shareholders, or members limited liability protection like a regular corporation. This means the shareholders’ personal assets are generally protected from business debts, obligations, and lawsuits, except in malpractice or professional negligence cases.
  • West Virginia Licensing Requirements: All shareholders must typically be licensed professionals in the same field in a professional corporation. The corporation must also comply with specific state regulations and licensing requirements that govern the profession.
  • Governance and Management: A professional corporation is governed by a board of directors, who the shareholders elect. The board appoints officers to manage the day-to-day operations of the corporation. All directors and officers must be licensed professionals in the same field as the corporation.
  • Taxation: Professional corporations are taxed as C corporations, where the corporation pays taxes on its income, and shareholders pay taxes on dividends received from the corporation. However, some professional corporations may be eligible for S corporation status, allowing pass-through taxation. Income, losses, deductions, and credits flow to the shareholders, who report this information on their income tax returns.
  • Restrictions on Ownership and Transfer of Shares: Professional corporations often restrict the ownership and transfer of shares to ensure that only licensed professionals in the same field can become shareholders. This helps maintain the professional nature of the corporation and adheres to state licensing requirements.
  • Malpractice Liability: While a professional corporation provides limited liability protection for general business debts and obligations, it does not shield shareholders from liability for their own malpractice or professional negligence. Shareholders can still be personally liable for their actions in providing professional services.

In summary, a professional corporation is a specialized corporate structure designed for licensed professionals, offering limited liability protection and a formal governance structure while adhering to state licensing requirements and regulations.

Maintain Professional and Business License in West Virginia

You must maintain or renew your professional license regularly now that you have established your professional corporation. Even if your company is well-established, it is only meaningful if you have a valid operating license. And it makes no difference if your professional license is still valid for a year or two, but your business license has already expired.

Make time at least once a year to check the status of your licenses. You won’t miss anything important this way. You can address any issues that arise.

Filing Annual Report in West Virginia

In West Virginia, you must submit a report. 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 the report every 1 year in the West Virginia Secretary of State.

FAQs

What is a professional corporation and can I form one in West Virginia?
A professional corporation is a special type of corporation that is formed to provide professional services such as legal or medical services. Yes, you can form a professional corporation in West Virginia.
Can a professional corporation still be held liable for malpractice in West Virginia?
Yes, a professional corporation can still be held liable for malpractice in West Virginia despite having limited liability protection.
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 and obtaining any necessary licenses.
What are the filing fees for forming a professional corporation in West Virginia?
The current filing fee for articles of incorporation for a professional corporation in West Virginia is $100.
Can I form a professional corporation on my own or do I need an attorney?
You can form a professional corporation on your own, but it’s recommended to consult with an attorney to ensure proper compliance.
How many shareholders are required to form a professional corporation in West Virginia?
A professional corporation in West Virginia must have at least one shareholder.
Can a professional corporation in West Virginia be owned by a non-professional?
No, a professional corporation in West Virginia can only be owned by licensed professionals who provide professional services.
What licenses are required for a professional corporation in West Virginia?
Licenses vary depending on the profession, but certain professions require licensing from a regulatory agency such as the West Virginia Board of Medicine.
Can a professional corporation in West Virginia provide services outside of the state?
Yes, a professional corporation in West Virginia can provide services outside of the state as long as it is compliant with the rules and regulations of the other states where it is operating.
What are the tax implications of forming a professional corporation in West Virginia?
A professional corporation in West Virginia is taxed as a regular corporation at the federal level, but may have different tax obligations or exemptions at the state level.
Can I convert my current business to a professional corporation in West Virginia?
Yes, you can convert your business to a professional corporation in West Virginia as long as it meets the requirements set forth by the state.
Are there any restrictions on the name of a professional corporation in West Virginia?
Yes, a professional corporation in West Virginia must include “professional corporation” or “PC” as part of its name.
What is the difference between a professional corporation and a regular corporation in West Virginia?
A professional corporation is a type of corporation that is specifically formed to provide professional services as allowed by law.
Do professional corporations in West Virginia require bylaws?
Yes, professional corporations in West Virginia require bylaws as part of their organizational documents.
Can I include a voting agreement as part of my professional corporation’s organizational documents in West Virginia?
Yes, you can include a voting agreement in your professional corporation’s organizational documents as long as it is legally compliant.
Can I form a professional corporation as a partnership in West Virginia?
No, professional corporations in West Virginia must be owned by shareholders who are licensed professionals.
What are the benefits of forming a professional corporation in West Virginia?
The benefits of forming a professional corporation in West Virginia include limited liability protection, increased credibility, and potential tax benefits.
Are there any ongoing compliance requirements for professional corporations in West Virginia?
Yes, professional corporations in West Virginia must file annual reports and keep their licenses and other necessary documentation up to date.
Can I be both a shareholder and employee of a professional corporation in West Virginia?
Yes, you can serve both as a shareholder and employee of a professional corporation in West Virginia.
Do I need to have insurance for my professional corporation in West Virginia?
Yes, it is important to have insurance for your professional corporation in West Virginia to protect against risks and liability.
Can I file a lawsuit as a shareholder of a professional corporation in West Virginia?
Yes, shareholders of a professional corporation in West Virginia can file a lawsuit if they feel their rights have been violated or the corporation is operating illegally.
Does my professional corporation in West Virginia need a board of directors?
Not necessarily, depending on the organizational structure and size of your professional corporation, a board of directors may or may not be required.
Can a professional corporation in West Virginia offer stock options to its employees?
It depends on the type of professional corporation and stock options being offered, but typically yes, a professional corporation in West Virginia can offer stock options to its employees.
Is an annual meeting required for professional corporations in West Virginia?
Yes, professional corporations in West Virginia are required to hold annual meetings and file annual reports with the Secretary of State.
What is the maximum number of shareholders for a professional corporation in West Virginia?
There is no maximum number of shareholders for a professional corporation in West Virginia.
What happens if a shareholder leaves the professional corporation in West Virginia?
If a shareholder leaves the professional corporation in West Virginia, they must sell their stocks according to the corporation’s bylaws and/or transfer agreements.
Is it possible to dissolve a professional corporation in West Virginia?
Yes, you can dissolve your professional corporation in West Virginia with the appropriate paperwork and legal procedures.
What is a professional corporation in West Virginia?
A professional corporation in West Virginia is a corporation that is specifically formed by individuals who are licensed or authorized to practice a professional service, such as attorneys, physicians, or engineers.
How many owners must there be for a professional corporation in West Virginia?
In West Virginia, there must be at least one owner or shareholder of a professional corporation, but there is no limit to the number of owners or shareholders.
Can a professional corporation in West Virginia limit liability for its owners?
Yes, a professional corporation in West Virginia provides limited liability protection to its owners and shareholders, except for acts of malpractice or misconduct.
How does a professional corporation differ from a regular corporation in West Virginia?
A professional corporation in West Virginia is specifically formed by professionals to practice their specific service, whereas a regular corporation is typically formed for business purposes such as manufacturing or selling goods or services.
What are the disadvantages of forming a professional corporation in West Virginia?
One of the main disadvantages of forming a professional corporation in West Virginia is the increased regulatory requirements and administrative tasks, as well as the potential for increased taxes.
What types of professionals are eligible to form a professional corporation in West Virginia?
In West Virginia, a variety of licensed professionals are eligible to form a professional corporation, including physicians, attorneys, dentists, engineers, accountants, architects, and others.
Do professional corporations carry more regulations than regular corporations in West Virginia?
Yes, West Virginia imposes various regulations and requirements on professional corporations to help regulate various aspects related to the professional fields before recognizing their presence.
Can a professional corporation provide certain tax benefits to its owners and shareholders in West Virginia?
Yes, a professional corporation in West Virginia may be able to provide tax benefits, which depend on the services offered and the specific situation or circumstances of the individual owners and shareholders.
What governing body is responsible for register professional corporations in West Virginia?
The West Virginia Secretary of State’s Office is responsible for registering and regulating professional corporations in the state.
Does West Virginia have its separate legislation to govern professional corporations?
Yes, West Virginia has separate legislation to manage the formation, regulation, and operation of professional corporations in the state.
What fees and tax obligations do professionals face when forming a corporation in West Virginia?
West Virginia requires professionals who set up a corporation to provide certain information and pay fees and taxes to register their businesses with the appropriate authorities and get licenses from the respective governing authorities for the respective professional help.
How much does it cost to form a professional corporation in West Virginia?
The fees required for starting a professional corporation in West Virginia may vary by profession and depend on the nature of the service provided. Therefore the cost of formation depends upon several provisions and processing requirements.
How long does it potentially take to form a professional corporation in West Virginia?
The amount of time to form a professional corporation in West Virginia varies on a case-by-case basis. Typically professionals should anticipate several weeks and months for completing the filing process.
Is it hard to form a professional corporation in West Virginia?
While certain regulations must be met and properly documented, professionals can file paperwork required to form a professional corporation in West Virginia without a great deal of difficulty.
Is there a residency requirement for owners and shareholders of a professional corporation in West Virginia?
No, West Virginia doesn’t have residency requirements for owners of a professional corporation. You may be anywhere in the world, simply one of the owners or partner in the corporation, subject to services provided by your corporation are limited within West Virginia.
What paperwork is required to form a professional corporation in West Virginia?
In West Virginia, professionals must file Articles of Incorporation to form a professional corporation to get important information to be drafted there with other requirements subjected upon respective professional involvement.
Are there additional certifications or exams required to form a professional corporation in West Virginia?
While there may not necessarily be additional certifications or exams required, certain professions necessitate a number of regulatory purposes certifications to start up a controlled service business or profession.
Can a professional corporation be sold or transferred in West Virginia?
Yes, a professional corporation in West Virginia can be sold or transferred, though there may be certain restrictions and/or approvals that may be required from appropriate governing authorities.
Are there any specific disclosure requirements for professional corporations in West Virginia?
While certain regulatory agencies may mandate disclosure information exist that are modified according to regulative changes subjected upon applicable professional involvement.
Who is responsible for the daily operations of a professional corporation in West Virginia?
The professional who understands and implements governing restrictions in an efficient, lawful outcomes-oriented way so as not to breach the state-given laws in carrying out of their respective profession, is typically responsible for the daily operations of a professional corporation.
How do professional corporations gain financing in West Virginia?
Professional corporations have realistic methods for financing to address the needs in West Virginia and can avail venture capital, bank loans also Government aid and Sponsor benefits.
What is the required structure for a professional corporation in West Virginia?
Professional corporations are structured similarly to regular companies in West Virginia, with members divided between directors,members governing shareholders, but are specifically intended for providing professionals an efficient business and management structure to operate.
Can a professional corporation offer multiple types of professional services in West Virginia?
While there may theoretically be an ability to provide multiple professional services, regulations restrict providing of services from more than one profession within a state of West Virginia from a single corporation which could differ on every state law.
What is a registered agent, and is one needed for a professional corporation in West Virginia?
A registered agent in a professional corporation refers to requiring an agent with a physical location within the respective jurisdiction for receiving service of process, necessary formal government and tax-due notices, legal documentation. It’s obligatory to have such an agent so that an individual in the field of response duty duties and legal responsibilities of the registered agent can receive such documentation on behalf of the Professional Corporation.
What types of documents should be kept on file for a professional corporation in West Virginia?
All contracts, agreements, tax-return documents connected to revenue gathered in the respective property, governing policies text of corporation, formal reporting papers must be recorded in office premises or at designated safe-keeping structures in proprietary-held possessions.
How can a professional corporation ensure compliance with laws and regulations in West Virginia?
Professional corporations or individuals who operate such corporations require regular hold on Governing legislation and require meeting on legal requirements, restricted to daily activity restrictions, modifying policies and drawing memorandum.
Does formation of a professional corporation limit conventional insurance coverage?
Answer:-Though certain circumstances of a coverage typically involving malpractice exposures may have severe rate changes by imposing increased premiums, the regular commercial-placed insurance policies and all such standard policies are Easily Placed.
Where can I find more information on forming a professional corporation in West Virginia?
The Secretary of state’s webpage or legislative pages, respective professional associations, Internet searches-West Virginia-based website on governances containing informative entries. Otherwise consult professional and experienced consultants.

Also Read

How to Save Money While Forming West Virginia Professional Corporation

One of the first ways to save money on forming your professional corporation is to do your research. This may seem like a simple step, but taking the time to fully understand the process of setting up a corporation in West Virginia can help you avoid unnecessary expenses. By familiarizing yourself with the requirements and regulations, you can avoid costly mistakes that may require professional assistance to fix.

Another way to save money is to consider using a DIY approach for certain aspects of forming your professional corporation. While some tasks, such as filing paperwork with the state, may require the expertise of a professional, there are other steps you may be able to handle yourself. For example, you can create your own business plan, website, or marketing materials instead of hiring expensive services.

Additionally, consider utilizing available resources and tools to streamline the process of forming your professional corporation. There are a variety of online services that offer low-cost or even free solutions for things like business formation, legal advice, and tax preparation. By taking advantage of these resources, you can save money while still receiving expert guidance and support.

When it comes to cutting costs, timing is everything. Make sure to plan ahead and budget for the expenses associated with forming your professional corporation. By setting aside a portion of your income each month or quarter, you can alleviate the financial burden of upfront costs and ensure you have the funds necessary to complete the process.

Lastly, consider partnering with other professionals or businesses to share the costs of forming your corporation. By pooling resources and splitting expenses, you can significantly reduce the financial strain of starting a professional corporation in West Virginia. This can also open up opportunities for collaboration and networking, allowing you to build relationships with others in your industry.

Forming a professional corporation in West Virginia doesn’t have to break the bank. By taking a strategic and cost-conscious approach to the process, you can save money while still creating a strong and successful business. With a little foresight and creativity, you can build a corporation that not only meets your financial goals but also sets you up for long-term success.

Conclusion

In conclusion, forming a professional corporation in West Virginia is a strategic decision for licensed professionals who seek to combine their expertise and services under a single corporate entity. This business structure offers limited liability protection, a formal governance structure, and compliance with state licensing requirements. However, it also comes with certain restrictions on ownership, transfer of shares, and personal liability for professional malpractice. By carefully considering the advantages and disadvantages of a professional corporation, professionals can determine whether this structure aligns with their business goals, regulatory requirements, and risk management needs, ultimately contributing to a more organized, secure, and compliant professional practice.

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