Free CF-1.pmd - West Virginia

Natalie E. Tennant Secretary of State State Capitol 1900 Kanawha Blvd. E. Charleston, WV 25305 FILE ONE ORIGINAL FEES PER SCHEDULE

Penney Barker, Manager Corporations Division

CERTIFICATE OF AUTHORITY

Tel. (304) 558-8000 Fax (304) 558-8381 www.wvsos.com Hours: 8:30am-5:00pm PLEASE READ INSTRUCTIONS

CTRL # __ __ __ __ 1. a. HOME STATE INFORMATION: The name of the corporation as it is registered in its home state is: State of ________________ Date of Incorp.__________________Duration (# yrs. or perpetual) __________________
Warning: Tax reporting requirements in West Va. will not end until a withdrawal is filed.

b.

c.

NAIC #

(If an insurance company)

2. a.

PRINCIPAL OFFICE INFORMATION: Address of the principal office of the corporation:
No. & Street City/State/Zip

b.

Mailing address, if different, from above address:

Street/PO Box City/State/Zip

3. a.

WEST VIRGINIA INFORMATION: Corporate name to be used in W. Va.:
(check one, follow instructions)

Home state name as listed on line 1.a. above, if available. DBA name

b.

Address of registered office in West Virginia, if any

No. & Street City/State/Zip

c.

Mailing address in WV, if different, from above

Street/PO Box City/State/Zip

d.

Proposed purpose(s) for transaction of business in WV

4.

AGENT OF PROCESS: Properly designated person to whom notice of process may be sent, if any:

Name Address

Form CF-1

Rev. 1/09

5.

CORPORATE STATUS INFORMATION: a. Corporation is organized as (check one):
For profit Non-profit

b.

Directors and Officers: (Add extra page if necessary; please list all officers) Officer Name Address

________________________ _____________________________________ _______________________________________________

________________________ _____________________________________ _______________________________________________

_______________________ ______________________________________ _______________________________________________

_______________________ ______________________________________ _______________________________________________

_______________________ ______________________________________ _______________________________________________

6. 7.

The number of acres of land it holds or expects to hold in West Virginia is: Contact and Signature Information a. __________________________________________________ Contact Name __________________________________________________ Print or type name of signer ________________________ Phone Number ________________________ Title or Capacity of Signer
_________________________

b.

c.

Signature of Signer: _________________________________________________ Date:

APPLYING FOR A CERTIFICATE OF AUTHORITY IN WEST VIRGINIA
1. Check for the availability of the corporate name in West Virginia. Preliminary information is available by phone at (304) 558-8000. To reserve your name, file an application for a name reservation with a $15.00 fee. If approved, the name will be held for 120 days. If an insurance company, list your NAIC number, if you have one. Insurance companies are subject to and must adhere to the naming provisions of WV Code §33-1-12. 2. Obtain a certificate of good standing or certificate of existence from your state of incorporation dated during your current tax year. 3. Pursuant to W. Va. Code §33-3-3 the Secretary of State shall not issue a certificate of incorporation to any insurance company until the West Virginia Insurance Commissioner has examined the charter of the insurance company and approved same in writing. If the application is for a currently licensed insurance company, please submit a copy of the Certificate of Authority issued by the West Virginia Insurance Commissioner for your current tax year. If the application is from an insurance company with a pending license review before the West Virginia Insurance Commissioner, please submit a copy of the written approval of the charter from the Office of the West Virginia Insurance Commissioner. Submitting a copy of the Certificate of Authority issued by the West Virginia Insurance Commissioner or copy of the written approval of the charter, whichever is applicable, at the time of filing will avoid denial of the application by the Secretary of State. 4. Complete one copy of the application according to the instructions below. If you would like a filed copy returned to you then submit two original applications. Incomplete applications will be returned. 5. Mail or deliver to the Secretary of State the following as a packet: Good standing certificate or certificate of existence from state of incorporation. Original application(s) for certificate of authority, with original signature of an officer of the corporation. A resolution of your board of directors adopting a DBA if your home state name is not available in W.Va. (see 3.a.) A check for the correct fee, payable to Secretary of State. Insurance companies include a copy of the Certificate of Authority issued by the West Virginia Insurance Commis sioner for your current tax year or a copy of the written approval of the charter from the Offices of the West Virginia Insurance Commissioner. INSTRUCTIONS FOR COMPLETING APPLICATION: Sections Refer to Form Section 1. a. The name entered here must match the name on your good standing certificate. b. Even if your corporation is not perpetual in your home state, remember that your responsibilities for tax reporting in West Virginia will not end until you file a certificate of withdrawal. c. If an Insurance Company, list your NAIC number, if you have one. Section 2. a. The principal office address whether it is in WV or out-of-state. b. A mailing address, if different, from principal office address. Section 3. a. More applications are rejected because of name problems than any other reason. Please read carefully! Is your name available? The name of a corporation shall not be the same as, and shall be distinguishable from any other name which has been reserved or filed. The 'distinguishable' standard is defined as meaning (a) at least a one word difference when the words are common terms and the company is or might appear to be in a similar business; or (b) at least a word order difference between names when the different word is a proper name or an unusual term, or when the company is clearly in a different type of business from the existing company. If your home state name is available, but does not include a corporate suffix such as "Inc." or "Corp.".... enter your corporate name on the second line and add a corporate suffix. If your home state name is not available.... attach a resolution of the board of directors adopting an available fictitious name for use in transacting business in West Virginia and enter the name on 3.a. 'DBA' ('doing business as' name or trade name). Does your name misrepresent the purpose of your corporation? The name of a corporation

Form CF-1

Issued by the West Virginia Secretary of State, Charleston, WV 25305

Rev. 1/09

may not contain any word or phrase which indicates or implies it is organized for any purpose other than one or more of the purposes in its articles of incorporation. Banking and Insurance: Words implying the business of banking or insurance may only be used if the corporation is authorized under the laws of this state to engage in those businesses. Engineering: Words such as "engineer" or "engineering" may be used only if the purpose of the corporation is to practice professional engineering and one or more of the officers is registered in West Virginia as a professional engineer. b. & c. Mailing address and address of registered office in WV, if any d. State your purpose briefly and clearly. Please include one or more "categories" which describe your business,in order to properly classify your business for tax purposes. Section 4. Provide the name and address of a person or business to whom a summons or complaint may be mailed, if any. The agent need not have a West Virginia address. If you change this agent later, you should notify the Secretary of State. a. b. Check whether the corporation is organized for profit or non-profit purposes List the names of the officers and directors and their addresses or business addresses. (attach additional pages if necessary)

Section 5.

Section 6.

Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000. a. b. Listing the name of a contact person is optional, however, listing one may speed up the filing process and avoid a possible rejection of the filing if there appears to be a problem with the filing. Print the name of the person signing, the title or capacity in which the person is signing, have the person sign the document and date it.

Section 7.

CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be required. Contact our office for more information or visit www.wvsos.com. Fee for filing Certificate of Authority For Profit Fee for filing Certificate of Authority for Non-Profit Excess Acreage fee Add $15 for each certified copy requested Amount enclosed, Payable to the Secretary of State $100.00 $ 50.00 + + = 5 cents for each acre over 10,000 __________