§31D-1-101. Short Title
CONSTRUCTION OF CHAPTER. §31D-1-101. Short title. This chapter is and may be cited as the "West Virginia Business Corporation Act".
§31D-1-101a. Legislative Acknowledgment
The Legislature acknowledges the work and contribution to the drafting of this chapter of the late Ann Maxey, professor of law at the West Virginia University college of law.
§31D-1-102. Reservation of Powers
The Legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.
§31D-1-103. Construction of Chapter
In the event of any inconsistency between any of the provisions of this chapter and the provisions made for particular classes of corporations by chapters thirty-one, thirty-one-a or thirty-three of this code, the provisions contained in said chapters prevail to the extent of the inconsistency.
§31D-1-120. Filing Requirements
(a) A document must satisfy the requirements of this section and any other provision of this code that adds to or varies these requirements to be entitled to filing by the Secretary of State. (b) The document to be filed must be typewritten or printed or, if electronically transmitted, it must be in a format […]
§31D-1-121. Forms
(a) The Secretary of State may prescribe and, upon request, furnish forms for documents required or permitted to be filed by this chapter. Use of these forms is not mandatory. (b) The Secretary of State may adopt procedural rules in accordance with the provisions of this article governing the form for filing with, and delivery […]
§31D-1-122. Filing, Service and Copying Fees
The Secretary of State shall collect all fees required to be charged and collected in accordance with the provisions of section one, article twelve-c, chapter eleven of this code and section two, article one, chapter fifty-nine of this code.
§31D-1-123. Effective Time and Date of Document
(a) Except as provided in subsection (b) of this section and subsection (c), section one hundred twenty-four of this article, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by means as the Secretary of State may use for the purpose of recording the date and time […]
§31D-1-124. Correcting Filed Document
(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if: (1) The document contains an inaccuracy;
§31D-1-125. Filing Duty of Secretary of State
(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of section one hundred twenty of this article, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as filed on the date and time of receipt unless a […]
§31D-1-126. Appeal From Secretary of State's Refusal to File Document
(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal to the circuit court within thirty days after the return of the document to the corporation. The appeal is commenced by petitioning the court to compel filing […]
§31D-1-127. Evidentiary Effect of Copy of Filed Document
All courts, public offices and official bodies shall take and receive copies of documents filed in the office of the Secretary of State and certified by him or her, in accordance with the provisions of this article, as conclusive evidence that the original document is on file with the Secretary of State.
§31D-1-128. Certificate of Existence
(a) Any person may request a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation from the Secretary of State. (b) A certificate of existence or authorization provides the following information: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
§31D-1-129. Penalty for Signing False Document
Any person who signs a document he or she knows is false in any material respect and knows that the document is to be delivered to the Secretary of State for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than $1,000 or confined in the county or regional […]
§31D-1-130. Powers
§31D-1-130. Powers. The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this chapter. The Secretary of State has the power and authority to propose legislative rules for promulgation in accordance with the provisions of chapter twenty-nine-a of this code in order to carry out and […]
§31D-1-131. One-Stop Electronic State Business Portal
(a) The Secretary of State shall establish a web-based business portal to facilitate interaction among businesses and governmental agencies in West Virginia. The web-based business portal shall provide a single point-of-entry to state government for businesses based in the state and for businesses looking to establish a presence in the state. The web-based business portal […]
§31D-1-140. Venue
§31D-1-140. Venue. Unless otherwise provided by any provision of this code, any civil action or other proceeding brought pursuant to this chapter may be initiated in the circuit court of any county of this state as provided in section one, article one, chapter fifty-six of this code.
§31D-1-150. Definitions
As used in this chapter, unless the context otherwise requires a different meaning, the term: (1) "Articles of incorporation" includes, but is not limited to, amended and restated articles of incorporation and articles of merger.
§31D-1-151. Notice
(a) Notice under this chapter must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is to be considered written notice. (b) Notice may be communicated in person; by mail or other method of delivery; or by telephone, voice mail or other electronic means. If these forms of personal […]
§31D-1-152. Number of Shareholders
(a) For purposes of this chapter, the following, identified as a shareholder in a corporation's current record of shareholders, constitutes one shareholder: (1) Three or fewer coowners;