West Virginia Nonprofit Compliance: Formation, Annual Reports, Charity Registration, Taxes, Employment, and Gaming

Direct answer: what a West Virginia nonprofit actually has to track

A West Virginia nonprofit is a Chapter 31E corporation. Forming it costs $25, keeping it in good standing means an annual report filed between January 1 and June 30 for $25, and the board number fixed in the governing documents may not be fewer than three individuals. That is the whole of the corporate system, and it is the smallest part of the compliance picture.

Everything else is triggered by what the organization does rather than by what it is. Soliciting contributions engages charity registration with the Secretary of State’s Charitable Organizations Division. Selling goods engages sales-tax registration with the Tax Division. Owning property engages the county assessor. Hiring engages unemployment insurance and workers’ compensation, on two different tests. Running bingo or a raffle engages the Tax Commissioner under whichever of four separate gaming articles applies. Serving alcohol at an event engages the WVABCA. Lobbying engages the Ethics Commission. Spending on elections engages campaign finance. Operating in Charleston or Morgantown engages that city.

The single most expensive mistake available here is treating any one of those as a consequence of another. Being incorporated does not register you as a charity. Being a charity does not exempt your purchases. A purchase exemption does not excuse collecting tax on your own sales. A raffle licence does not authorize alcohol. Dissolving the corporation does not close a single one of these accounts. The West Virginia guide is organized around keeping those systems apart, because West Virginia law keeps them apart.

How to read the two verification labels

Every fact in the guide carries one of two labels. SOURCE VERIFIED means the statement was traced to a current official source — a statute section, an agency page, a current form, or published agency instructions — and the source is cited on the fact card with the exact place inside it that was read. Seventy of the 76 West Virginia facts are labelled that way.

VERIFICATION IN PROGRESS means the opposite of a guess: it means official sources establish the general system but do not state the specific operational detail a reader would need, so the guide refuses to supply one. The six West Virginia facts at that label are the county property-tax appeal route and deadline, the fee and lead time for a particular temporary alcohol permit, the current grassroots-lobbying expenditure trigger and first filing date, the applicable independent-expenditure and electioneering thresholds and their accelerated reporting windows, Charleston’s treatment of a nonprofit for business-license and B&O-tax purposes, and when the Attorney General or a court must review a merger or a transfer of substantially all charitable assets.

Each of those cards names the specific agency or document that would resolve it. That is a more useful answer than a plausible number, because a plausible number in any of those six places is the kind of thing that causes a missed local appeal deadline or an unlicensed alcohol event.

Chapter 31E status is not charity status, and not §501(c)(3)

Chapter 31E creates a nonprofit corporation: no capital stock, no ordinary distributions to members. West Virginia does not sort those corporations into the Model Act’s formal public-benefit and mutual-benefit classes, so a reader arriving from a state that does should not look for that designation on the form.

What Chapter 31E does not do is longer than what it does. It does not create federal §501(c)(3) recognition, which comes from the IRS. It does not register the organization to solicit contributions. It does not exempt the organization from corporate net income tax, from sales tax on purchases, from sales tax on its own sales, or from property tax. It does not settle whether the organization is an employer for unemployment or workers’ compensation purposes. It does not make the organization eligible for bingo or raffles. Those are eight separate determinations, and the guide treats them as eight separate facts because misclassification here produces rejected filings, unexpected tax liability, unregistered solicitation, or the misuse of restricted assets.

Forming the corporation: $25, and the federal drafting that is separate

One or more incorporators deliver Articles of Incorporation satisfying §31E-2-202. The filing states the nonprofit, no-stock, no-distribution character, the corporate name, the initial registered office and agent, the principal office, the incorporators, and whether the corporation has members. The Secretary of State’s current registration page and the current nonprofit Articles form both put the fee at $25. Filing online through WV One Stop is available, and the veteran-owned fee waiver shown on the form is conditional rather than a general nonprofit discount.

Corporate existence does not begin until the filing is effective, so the organizational action that follows — adopting bylaws, electing the initial board, appointing officers — comes after incorporation rather than before it. Bylaws are not routinely filed with the Secretary of State.

If the organization intends to seek federal exemption, the Articles need more than the state minimum: a suitably limited charitable purpose, asset dedication on dissolution, and the absence of provisions inconsistent with §501(c)(3). That drafting depends on the organization’s actual purposes and any restricted assets it expects to hold. Adding it at formation is cheaper than amending later, but nothing about the state’s own minimum requirements signals that it is needed.

One thing West Virginia does not require is worth stating affirmatively, because several states do require it: ordinary Chapter 31E incorporation carries no statewide newspaper publication step. There is no notice to place and no proof of publication to file.

Governance: three directors, a continuous registered agent, and the officers your bylaws name

Every Chapter 31E corporation has a board of directors, and the number fixed in the Articles or bylaws may not be fewer than three. Directors are individuals. No reviewed provision imposes a general West Virginia residency requirement, though the governing documents can impose one.

Officers work differently from the pattern in some neighbouring states. Chapter 31E does not require the exact titles president, secretary, and treasurer for every corporation. It requires that the corporation have the officers described in or appointed under its bylaws, and that responsibility be assigned for preparing minutes and authenticating records and for the corporation’s financial affairs. One person may hold more than one office unless the governing documents say otherwise. Duties control, not labels.

The registered agent and registered office are a continuous obligation, not a formation step that is finished once filed. A principal-office or mailing address is not a substitute for the registered office, and the Secretary of State record has to be updated when either changes. A lapse here is one of the grounds that starts administrative dissolution.

The corporate annual report: January 1 to June 30, $25, then $50

Registered domestic and authorized foreign entities file an annual report online between January 1 and June 30, and the nonprofit fee is $25. The first report is due in the calendar year after formation or foreign registration, so a corporation formed in one year does not file until the next. The report covers current officers and directors, the registered agent, the principal office, contact information, and whatever else the current system asks for.

The dates matter to the day. A filing on June 30 is timely. A filing on July 1 is late, and a late nonprofit annual report costs $50 in total: the $25 report fee plus the $25 nonprofit administrative late fee that §59-1-2a sets for nonprofits specifically. The Secretary of State may waive or reduce a late fee for circumstances beyond the filer’s control, which is a discretionary remedy rather than a grace period.

It is worth naming the confusion this deadline invites. This is a calendar-year corporate filing with the Business and Licensing Division. It is not the annual charity report, which is a different filing, to a different division, on the organization’s own fiscal year. An organization that files one and assumes it has satisfied the other is delinquent on the other.

When the report is missed: a 60-day cure, then two years to reinstate

Missing the report does not dissolve the corporation on July 1. The Secretary of State may begin administrative-dissolution procedures, and Chapter 31E gives 60 days after perfected service of the dissolution notice to cure every ground stated in the notice. That means filing the missing reports, paying the charges, and restoring the registered agent or office if that is one of the grounds. Curing only the item the reader noticed first leaves the other grounds live.

If dissolution does happen, administrative reinstatement is available for two years after its effective date. The application costs $25 and has to eliminate the grounds, include every delinquent annual report with its own $25 fee and its own $25 nonprofit late fee for each missing year, attach a Tax Commissioner certificate that all taxes are paid, and confirm the name is still available. Reinstatement relates back to the dissolution date, so the corporation is treated as having continued without interruption. A denial can be appealed within 30 days after perfected service. After the two-year window closes, ordinary administrative reinstatement is not the route.

What reinstatement does not do deserves its own sentence, because the relation-back rule makes it easy to assume otherwise. Restoring the corporation does not restore charity registration, any tax exemption, a sales-tax certificate, the unemployment account, the workers’ compensation policy, a bingo licence, a raffle or online-raffle licence, an alcohol permit, a lobbying registration, a campaign committee, or a municipal licence. Each of those has to be re-established on its own terms.

Foreign nonprofits need authority before transacting business

A nonprofit formed in another state applies for a certificate of authority before transacting business in West Virginia, appoints a West Virginia registered agent, and attaches a current certificate of good standing or existence from its formation jurisdiction. The fee for a foreign nonprofit corporation is $50, plus the current $1 online processing charge where it applies.

Chapter 31E excludes a list of activities from what counts as transacting business — maintaining bank accounts, internal affairs, isolated transactions, litigation, and others. Screening against that list is the first step, not an afterthought, because the answer determines whether any of this applies.

Once authorized, the foreign nonprofit is on the same annual-report schedule as a domestic one, and revocation for default carries real consequences for its capacity to litigate in the state. Withdrawal is a separate filing when West Virginia activity ends. None of this touches charity registration, tax nexus, employment obligations, property ownership, gaming eligibility, or local licensing, all of which run on their own triggers.

Charity registration comes before solicitation

A charitable organization soliciting contributions from the public in West Virginia registers with the Secretary of State’s Charitable Organizations Division before it solicits, unless it fits a §29-19 exemption. The initial registration statement comes with governing-document, IRS, and financial attachments. Corporate formation is not a substitute and federal recognition is not a substitute.

The best-known exemption is the small-charity one, and it has two conditions rather than one. It is available while the organization does not employ a professional solicitor or fundraiser and does not intend to solicit and receive, and does not actually receive, public contributions in excess of $50,000 during a calendar year. Both conditions have to hold. Using a paid fundraiser defeats this particular exemption whatever the amount, and crossing the contribution figure starts a 30-day clock to register.

§29-19-6 contains other exemptions, and each one has its own substantive test: qualifying churches and religious organizations, associations or conventions of churches, religious orders and integral church organizations, accredited educational institutions and their directly responsible auxiliaries, nonprofit charitable hospitals, licensed nursing homes, solicitation entirely for a named individual, membership organizations soliciting only from bona fide members, and registered-charity single-event sponsors that pass through and report the funds. There is no single universal exemption application and no single universal annual exemption renewal, and a membership created by making a contribution is not bona fide membership for the member-only category.

The annual charity report, the review band, and the audit threshold

A registered charity renews annually on a due date determined by its own fiscal-year end. The renewal carries the current registration statement and the applicable IRS return — Form 990, 990-EZ, or 990-PF — or, where the organization files Form 990-N or does not file with the IRS at all, the Secretary of State’s computation form instead. The corporate June 30 deadline does not apply to this filing.

The fee follows the current contribution and parent-registration schedule: $15 for a single organization collecting under $1 million, and $50 for a single organization collecting over $1 million or for a parent registration.

Financial statements scale, and the two branches do not overlap. Contributions more than $200,000 and less than $500,000 require a statement of financial review by an independent certified public accountant. Contributions of $500,000 or more require audited financial statements from an independent CPA. Those operators are exact: $500,000 itself belongs in the audit branch, and there is no gap between the two.

When the filing cannot be finished on time, §29-19-5 lets the Secretary of State extend the due date for good cause by no more than 90 days, and the prior filing stays effective during a granted extension. The request goes in before the original state due date, and an IRS extension is evidence supporting the request rather than automatic state relief. Without a granted state extension the late fee runs at $25 per month and can reach $500 for the filing year.

Paid fundraising is two registrations, and cause marketing is neither

West Virginia regulates two paid roles separately. Professional fund-raising counsel plans, manages, advises, or consults on a solicitation. A professional solicitor or fundraiser directly solicits for compensation. Each registers with the Charities Division before covered activity and annually after that, each pays a $100 fee, and each is subject to the $10,000 bond requirement under current official forms guidance. Both file contracts and disclose ownership, officers, and disciplinary history.

The distinction has teeth in both directions. A consultant is not automatically a solicitor, and a counsel that starts soliciting directly or takes custody of contributions may be treated as a solicitor instead. Neither registration replaces the charity’s own registration, and no separate campaign fee was confirmed on current materials.

Cause marketing is the affirmative negative in this part of the guide. Chapter 29-19 does not define or create a separate registration, fee, campaign notice, or report for a commercial coventurer or a charitable sales promotion, and this guide does not invent one. What still applies is ordinary: a written agreement, accurate percentage-or-dollar disclosures, accounting and transfer controls, consumer-protection law, and the same screening question about whether the arrangement has quietly made someone a paid solicitor, fundraiser, or counsel.

Taxes: business registration, corporate net income, and UBTI on CIT-120

A Business Registration Certificate is a Tax Division requirement, filed through Business for West Virginia and MyTaxes or on Form BUS-APP, and it turns on business, taxable, employer, licensed, or location activity rather than on entity type. A separate certificate may be needed for each location or public-facing business name. Nonprofit or §501 status does not answer by itself whether a particular sales, employer, gaming, or local activity requires registration, and the certificate neither creates nor removes a tax liability.

Corporate income tax is governed by federal status. A corporation exempt from federal income tax is also exempt from ordinary West Virginia Corporation Net Income Tax. Formation alone exempts nothing. Tax Division account coding and the arrival of an IRS determination letter are administrative steps, not a second substantive exemption test.

Unrelated business income is the exception that survives exemption. An exempt organization with unrelated business income subject to federal tax pays West Virginia Corporation Net Income Tax on the West Virginia-attributable amount and files CIT-120. The state return is linked to federal Form 990-T but is not replaced by it. For an exempt organization the return is due on the 15th day of the fifth month after the close of the taxable year, with the current state extension and estimated-payment rules applying where relevant. No minimum tax was identified for an exempt organization without taxable UBTI, and a taxable subsidiary files under its own status.

Sales tax: buying and selling are two different questions

West Virginia does not give every §501(c)(3) organization a purchase exemption. The exemptions that exist are narrow and turn on use and income rather than on federal status, so the organization and the specific purchase both have to satisfy the statutory test before Form F0003 is issued. Purchases for resale, contractor purchases, employee purchases, and reimbursed purchases are all distinct cases, and there is a separate narrow exemption for qualifying low-income housing and shelters with its own conditions.

Selling is the other half, and it is the half that gets missed. All sales are presumed taxable unless a specific exemption applies. A nonprofit making taxable sales registers as a seller, collects state and applicable municipal tax, files returns on its assigned frequency, and closes the account when sales stop. Admissions, food, merchandise, auctions, online sales, marketplace sales, and fundraising events each need their own analysis.

The rule that ties the two together: a purchase exemption never removes seller-side duties. An organization can hold a valid exemption certificate for what it buys and still owe registration, collection, and remittance on what it sells.

Property tax is decided in the county

Property is not exempt because its owner is a nonprofit. The West Virginia Constitution and Chapter 11 exempt property used exclusively for qualifying charitable, religious, educational, and other protected purposes, and the exemption is administered through county assessors. The organization establishes qualifying ownership and exclusive use and follows the assessor’s application and annual reporting process.

Leased property, mixed use, income-producing use, vacant land, property under construction, personal property, and vehicles each need separate analysis, and a change in use can end an exemption that was properly granted.

The appeal path is the one property-tax item the guide labels VERIFICATION IN PROGRESS. State sources establish county administration and identify the review bodies, but they do not supply one universal deadline covering every exemption denial, because the route depends on the assessor action, the valuation cycle, and the claim type. The safe approach is on the fact card: follow the deadline the assessor states and the applicable Board of Equalization and Review procedure for the affected parcel. Do not carry one county’s date to another.

Employees: four in 20 weeks, and a separate insurance system

Payroll registration comes first: federal employer identification, West Virginia withholding, and the employer accounts each system requires, before wages are paid. Then two independent tests apply.

Unemployment insurance for a qualifying §501(c)(3) nonprofit generally begins when the organization has four or more employees during each of 20 weeks in the current or preceding calendar year. The weeks need not be consecutive, and full-time and part-time workers both count under WorkForce guidance, which also addresses how nonprofit corporate officers are counted, including officers who receive no remuneration. Church, minister, student, rehabilitation, work-study, volunteer, and other statutory service exclusions need role-specific review. A covered nonprofit pays ordinary contributions unless it elects reimbursement financing: a newly covered nonprofit elects within 30 days after the subjectivity determination for a period of at least 12 months, and an existing contributing nonprofit elects at least 30 days before the taxable year. Reimbursement changes how benefits are paid for. It does not remove quarterly wage reporting.

Workers’ compensation is not the same test and not the same agency. West Virginia generally requires an employer to obtain and continuously maintain private coverage or qualify for self-insurance, and federal tax-exempt status creates no nonprofit exemption. Only the specific statutory exclusions apply, and they need exact classification. Coverage information has to be posted, subcontractor coverage verified with certificates retained, and every employee injury reported to the carrier or claims administrator on the Insurance Commissioner’s prescribed form within five days after the employer receives the employee’s notice. A carrier’s own intake system cannot extend that five-day statutory deadline.

Gaming: four separate systems, not one

Being an incorporated nonprofit authorizes no gaming at all. Charitable bingo runs under Chapter 47, Article 20: an eligible organization applies to the State Tax Commissioner for the appropriate annual, limited occasion, state fair, or super bingo licence before conducting licensed bingo, and holds the required business registration certificate. The current super bingo fee is $5,000. Eligibility, organizational history, location, occasion, prize, worker, compensation, and public-access rules differ by licence type, and bingo financial reports carry their own CPA compilation, review, or audit requirement when gross receipts exceed $50,000.

Ordinary raffles run under Article 21, and they have an unlicensed pathway with exact limits: no single prize more than $4,000 and cumulative annual gross proceeds not more than $15,000, with separate accounting maintained. Outside those limits the organization applies on the Tax Commissioner’s form at least 60 days before the first ticket sale or occasion, and a limited occasion licence permits two occasions within a period not exceeding six months. Raffle reports require prize-recipient information for aggregate prizes of more than $100 and a CPA compilation, review, or audit when gross receipts exceed $50,000. Alcohol may not be awarded as a raffle prize.

Online raffle ticketing is a third system, Article 21A, and ordinary raffle authority is not online authority. Article 21A has its own licence, its own approved platform and provider structure, and its own rules for registration, age and identity, geolocation, payment, ticket delivery, drawing, security, and records. Its unlicensed exception uses the same $4,000 single-prize and $15,000 annual-gross-proceeds figures but is a separate exception under a separate article. A licensed online raffle needs its application at least 60 days before the first online sale or occasion, annual licensees may not conduct joint online raffle occasions, and only one annual licence in the aggregate applies to an organization and its affiliates, subject to the statutory branch and church exceptions.

Article 23 charitable raffle boards and break-open games are the fourth system, with product classification, purchase from an authorized distributor, distributor licensing and fees, serial-number and product records, premises rules, and taxes of their own. It is not an ordinary raffle licence and should not be described as one.

Alcohol, lobbying, campaign finance, and the two cities

Selling or serving alcohol at an event requires the applicable WVABCA licence — the special one-day nonprofit licence for nonintoxicating beer and wine is one of several current permits — plus local approvals where they are required, purchase through authorized channels, and compliance with age, hours, service, and storage rules. A raffle or bingo licence authorizes none of this, and donated alcohol does not avoid licensing. The exact fee, lead time, duration, permitted event count, and local-approval requirement depend on which permit and which beverages, and that detail is labelled VERIFICATION IN PROGRESS rather than compressed into one nonprofit alcohol rule that does not exist.

Lobbying is an Ethics Commission system. A compensated state lobbyist files a signed registration statement, identifies employers and subjects, pays the current $100 fee, maintains authorization, and amends or terminates when representation changes. Activity reports follow the published reporting periods, and a late report carries $10 per business day up to $250. Nonprofit representation does not automatically waive the fee. A qualifying grassroots campaign is a separate sponsor registration and reporting process, and its current expenditure trigger and first filing deadline are labelled VERIFICATION IN PROGRESS.

Campaign finance is a third system again, run through the Secretary of State and in some cases county or municipal filing officers. Whether activity creates a political action committee, an independent-expenditure committee, or an electioneering-communications committee determines which Statement of Organization and which periodic and pre-election reports apply. The specific independent-expenditure and electioneering thresholds and their accelerated reporting windows depend on the transaction and the election calendar, so they are labelled VERIFICATION IN PROGRESS. One point is not uncertain at all: state permission to do something never overrides the federal §501(c)(3) prohibition on candidate campaign intervention.

Local licensing is the last layer. Completing state entity and Tax Division registration does not resolve activity-specific state licences or municipal zoning, occupancy, business licence, B&O tax, food, alcohol, event, and solicitation requirements, and no single statewide nonprofit business licence resolves all activities. The guide carries Charleston and Morgantown as examples and labels them as examples. Charleston’s treatment of a nonprofit for business-license, B&O-tax, and fee purposes depends on its actual activity and municipal classification and is VERIFICATION IN PROGRESS, with a written City Collector determination as the safe route. Morgantown’s findings are source verified for Morgantown: the Cityworks PLL portal handles business licence, zoning, occupancy, home-occupation, and event approvals, and current municipal business licences expire June 30. Neither city’s answer generalizes to the other, and neither generalizes statewide.

Winding down: dissolution closes the corporation and nothing else

Voluntary dissolution follows Chapter 31E approval rules, which depend on whether the corporation has members. The organization stops ordinary operations except for winding up, addresses known and unknown claims, liquidates or transfers assets lawfully, and files the appropriate dissolution document. A dissolution before any activity can use a simpler route than one after operations or asset receipt.

Remaining assets are not free to distribute. After liabilities, donor restrictions and the Articles control, and assets go to permitted charitable, governmental, or other qualifying recipients rather than to directors, members, or insiders. Mutual or member-serving assets, unrestricted assets, and restricted charitable assets are different legal categories.

Amendments, restatements, corrections, mergers, and sales of substantially all assets are separate transactions with separate approval requirements. When a merger or major asset transfer involves restricted charitable assets, Attorney General notice or consent and court review may be required, and exactly when they are required depends on the asset restrictions and the transaction structure. That is labelled VERIFICATION IN PROGRESS: the guide does not publish one universal Attorney General notice rule for every transaction.

The closing point is the one most often skipped. Filing Articles of Dissolution terminates the corporation and terminates nothing else. Charity registration, Tax Division accounts, withholding, the unemployment account, the workers’ compensation policy, bingo and raffle and online-raffle licences, alcohol permits, lobbying registration, campaign committees, trade-name registrations, and municipal licences each need their own closure and their own final return. Reinstating the corporation later does not automatically bring any of them back.

How to use the guide

The West Virginia guide at 501c3.help/states/west-virginia/ carries all 76 facts as individually source-linked cards, visible on the page without expanding anything. Start Here lists the 15 highest-priority decision points with their applicability stated, so an entry that does not apply can be skipped rather than read. The compact operational reference below it summarizes twelve recurring filings with their fees, deadlines, forms, and agencies, and every row links down to the full cards behind it.

The fourteen sections that follow run in lifecycle order, from classification and formation through to account closure. Each card states its own applicability, deadline, fee, agency, exceptions, and official sources, so a reader can check whether a requirement applies to them before reading how it works.

Where a fact is labelled VERIFICATION IN PROGRESS, the card names the exact unresolved question, the safe approach in the meantime, the agency or document that would settle it, and what goes wrong if the uncertainty is treated as settled. For the charity-registration system specifically — the exemption threshold, the annual filing, the review and audit branches, the extension, and the late fee — the companion article on West Virginia charity registration goes through it in operational detail.