Obtaining a Certificate of Compliance in West Virginia

A West Virginia Certificate of Existence (COE), known as a Certificate of Good Standing in other states, might be required in some situations to prove your business’s existence. A Letter of Good Standing shows that you’re compliant with state laws. Below, we discuss why you might need these and how to get them.

What is a West Virginia Certificate of Existence?

A Certificate of Existence is a document issued by the West Virginia Secretary of State (SOS). This document verifies the existence of a registered company and its authorization to conduct business within the state. The COE isn’t required to conduct business in West Virginia, but it provides evidence that your business is valid and registered appropriately.

To obtain a COE, all your business needs to do is be properly registered with the state

What does a Certificate of Existence confirm?

In West Virginia, a Certificate of Existence certifies that your company is registered with the state. It also confirms the following information:

• The type of business formation your company uses
• Your business is authorized to transact business in West Virginia as either a domestic (in-state) or foreign (out-of-state) entity
• That no certificate of cancellation or requests for dissolution have been filed for your business registration

An official COE also includes the seal of the State of West Virginia and the signature of the Secretary of State.

What is a Letter of Good Standing?

Most states issue a Certificate of Good Standing that includes confirmation of both existence and compliance, but West Virginia doesn’t. Instead, a COE confirms only existence, and to prove compliance, you’ll need to apply for a Letter of Good Standing from the West Virginia State Tax Department. This document confirms that they are considered in compliance with state tax laws by the West Virginia State Tax Department.

If you’re not sure if your business complies with registration requirements, or if you’re concerned about meeting reporting deadlines, ZenBusiness can help. Read about our worry free compliance service and how it ensures that your business is always in good standing.

What does a Letter of Good Standing confirm?

A request for a Letter of Good Standing may be made by a business or individual to document they are considered to be in compliance with state tax laws by the West Virginia State Tax Department. If, at the time of the request, the business or individual is considered not in good standing, the state will issue a denial. This denial will have a detailed list of missing returns, unpaid balances and other non-compliant issues. After all issues are resolved, a letter of good standing may then be issued.

Why might a business need a West Virginia Certificate of Existence or Letter of Good Standing?

Obtaining these isn’t mandatory, but there are times when you’ll find that you may need them.

Registering Your Business Within Another State

Many businesses in West Virginia decide to offer their products or services in other states. If you decide to expand your operations outside of West Virginia, you’ll need a COE, a Letter of Good Standing, or both. Other states typically require that you provide their Secretary of State’s office with a West Virginia Certificate of Existence. This document will be requested before authorizing you to transact business.

Obtaining Financing or Opening a New Bank Account for Your Business

Financial institutions sometimes require you to prove your business’s existence prior to providing you with credit or a business bank account.

Obtaining Insurance for Your Business

Just as with financial institutions, insurance providers sometimes require you to have a valid business prior to offering you any business insurance policy.

Entering a Contract with Another Business or with the State

If your business enters into any contract with another corporation or with the state, it’s important that you can provide a COE and a Letter of Good Standing. This helps you to prove your company’s authorization to conduct business in West Virginia.

Selling or Transferring Any Part of the Business

If you’re planning to sell or transfer part or all of your business to another individual, you’ll require both documents. These will likely be required before the transaction can be completed.

Obtaining or Renewing Licenses and Permits

While it’s not always necessary, some agencies will require a valid COE or Letter of Good Standing before they’ll issue or renew a license or permit.

What West Virginia entities can obtain a Certificate of Existence or Letter of Good Standing?

Not all types of business entities can obtain a COE. They’re only available to companies that are required to register with the Secretary of State. That includes LLCs and corporations. They’re also available for:

• Limited partnerships
• Limited liability partnerships
• Business trusts
• Voluntary associations

The same is true for Letters of Good Standing.

How to get a Letter of Good Standing or Certificate of Existence in West Virginia

Step one: Check to make sure your business is compliant

Before you submit a Letter of Good Standing application, you need to make sure that your company complies with state requirements. That includes:

• Filing your annual reports on time
• Keeping all licenses and permits up to date
• All taxes and fines paid

Add the ZenBusiness’s worry free compliance service, and we’ll take care of many of these tasks on your behalf.

Step two: Go to West Virginia’s Tax Department/SOS websites to request your document

Both websites walk you through the application process, but make sure you apply for one of each. You’ll need to provide the following information:

• The name of your company and its entity type
• City where the business is located
• Return address

Step three: Make sure your document will be valid for its intended use

The validity of a COE or a Letter of Good Standing depends on the state you’re located in, as well as the state your company was formed in. Before you submit either to the requesting party, it’s important to make sure you’ve requested the right document and that it is issued within an acceptable period of time (often defined by the recipient).

Step four: Send document to the requesting party

Once you’ve obtained your COE or Letter of Good Standing and verified its validity, you can provide it to the requesting agency, organization, or individual. You should provide the requesting party with certified copies and keep the original document for your own records. Depending on the requester, you may also be able to provide a scanned PDF document instead of paper copies.

Conclusion

Compliance may not be simple to keep up with, especially when considering all the other aspects that make a business go round. At ZenBusiness, we understand that your business needs don’t stop after the business has been registered. ZenBusiness can help keep you in good standing with our worry-free compliance service. With this service, we not only help keep your business in compliance, but we can also secure a West Virginia Certificate of Existence for you if you need one; you just pay the state fees. And, if you don’t have worry-free compliance but still need a COE, our Certificate of Good Standing service can help.