Free - West Virginia

Natalie E. Tennant Secretary of State State Capitol Bldg. 1900 Kanawha Blvd. East Charleston, WV 25305
FILE ONE ORIGINAL FILING FEE IS $25 (Send two originals if you want a filed copy returned to you)

Penney Barker, Manager Corporations Division
Tel. (304) 558-8000 / Fax:304-558-8381

Hrs. 8:30am ­ 5:00pm ET [email protected]

APPLICATION FOR EXEMPTION FROM CERTIFICATE OF AUTHORITY FOR WEST VIRGINIA

_________________________________________________________________________________________________________

Corporate Information
1. 2. 3. The name of the corporation applying to do business in WV: The company was incorporated under the laws of the State of: The address of the principal office of the corporation is:
Date of Incorporation:

No. & Street 4.

City, State and Zip

Name and phone number of person to contact if there is a problem with the filing in order to avoid having to return or reject the document. (optional)

Contact Name

Phone Number

Business/Employees In WV:
1. 2. The type of business to be conducted in WV is: Are on site contractual services provided to another business located in WV? If yes, please describe:

3. 4. 5.

6.

7.

Will you maintain an office in WV? If yes, where? No Yes, at: Will you apply for a contractor's license for construction work? No Yes Is the business in the state limited to sales? If yes, answer a-d No Yes, sales only a. Does any salesperson reside in the state? No Yes b. Will any salesperson need WV Workers' Comp. coverage? No Yes c. Does your salesperson have authority to finalize a contract? No Yes d. How are goods shipped to your customers? Common carrier Co. Vehicles Do you expect work to be limited to only one occasion of no more than one month? No, we plan multiple jobs or on going business Yes, beginning: ending: Will you have employees, other than sales people No Yes, on contract working within the state? to another Co. If yes, answer a-c a. Will WV taxes be withheld? No Yes b. Will they have WV Unemployment coverage? No Yes c. Will they have WV Workers' Comp. coverage? No Yes

Basis for Claiming Exemption: List section number(s) of the W. Va. Code §31D-15-1501 (for profit entities) or W. Va.
Code §31E-14-1401 (for non-profit entities) which make your business exempt from being required to have a certificate of authority: Certification: I certify the above information is true and that I am authorized to act on behalf of the corporation

Print Name of Signer: Signature:
Business email address, if any:
Form CF-2

Title/Capacity of Signer: Date:

Issued by the Secretary of State, State Capitol, Charleston, WV 25305 Revised 1/09

PRINT THIS COPY, THEN CLICK HERE TO RESET.

Applying For Exemption From Obtaining A Certificate Of Authority To Conduct Business In West Virginia Before completing this application please review the provision of the West Virginia Code. If you believe the nature and extent of your corporation's activity in West Virginia will qualify your company to conduct business without obtaining a certificate of authority under one of the listed exemptions, you may apply for an exemption by completing the Exemption application (CF-2) and mailing this form to the address in the upper left corner of application. A fee of $25 for an exemption certificate is required. The Secretary of State will determine, based on the information you provide, whether an exemption may be granted or whether your company will be required to obtain a certificate of authority prior to beginning business. Please note that a corporation may not obtain a business license, obtain workers' compensation or unemployment insurance, or obtain other licenses and permit without first obtaining either an exemption or a certificate of authority. If your company is not eligible for an exemption, then the exemption application will be returned to you and you will have to file for a certificate of authority. File with the Secretary of State one original signed application, or if you would like a filed copy returned to you submit two applications. Filing fee is $25 and you should make check payable to the West Virginia Secretary of State. The application needs to be signed by an officer of the corporation or by the chairman of the board of directors of the corporation. WEST VIRGINIA CODE ON OBTAINING AN EXEMPTION FOR A PROFIT CORPORATION §31D-15-1501. Authority to transact business and jurisdiction over foreign corporations.
(a) (b) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state. The following activities, among others, do not constitute conducting affairs within the meaning of subsection (a) of this section: (1) Maintaining, defending or settling any proceeding; (2 Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts (4) Selling through independent contractors; (5) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (6) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (7) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (8) Owning, without more, real or personal property; (9) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (10)Conducting affairs in interstate commerce; (11)Granting funds or other gifts; (12)Distributing information to its shareholders or members; (13)Effecting sales through independent contractors; (14)The acquisition by purchase of lands secured by mortgage or deeds;

(15)Physical inspection and appraisal of property in West Virginia as security for deeds of trust, or mortgages and negotiations for the purchase of loans secured by property in West Virginia; and (16)The management, rental, maintenance and sale or the operating, maintaining, renting or otherwise dealing with selling or disposing of property acquired under foreclosure sale or by agreement.

WEST VIRGINIA CODE ON OBTAINING AN EXEMPTION FOR A NON-PROFIT CORPORATION §31E-14-1401.
(a) (b) (1) (2) (3) (4) (5)

Authority to conduct affairs required.

(6) (7) (8) (9) (10) (11) (12) (13) (14) (15)

(16)

A foreign corporation may not conduct affairs in this state until it obtains a certificate of authority from the secretary of state. The following activities, among others, do not constitute conducting affairs within the meaning of subsection (a) of this section: Maintaining, defending, or settling any proceeding; Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; Maintaining bank accounts; Selling through independent contractors; Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; Creating or acquiring indebtedness, mortgages, and security interests in real or personal property; Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; Owning, without more, real or personal property; Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; Conducting affairs in interstate commerce; Granting funds or other gifts; Distributing information to its shareholders or members; Effecting sales through independent contractors; The acquisition by purchase of lands secured by mortgage. Physical inspection and appraisal of property in West Virginia as security for deeds of trust, or mortgages and negotiations for the purchase of loans secured by property in West Virginia; and The management, rental, maintenance and sale; or the operating, maintaining, renting or otherwise, dealing with selling or disposing of property acquired under foreclosure sale or by agreement in lieu of foreclosure sale.