We are pleased to announce our newest addition to our team – a full-service firm dedicated exclusively to helping life science and medical device companies obtain a certificate of authority (COA). Our clients include leading global pharmaceutical, biotechnology, medical devices, diagnostics, and healthcare technology companies.
Our mission is simple: we want to make it easier for life science and medical device businesses to start operations in West Virginia. In fact, we believe that we are uniquely positioned to help you achieve success here because we know what it takes to do business in West Virginia.
We provide comprehensive support throughout the entire process, including:
• Assistance with obtaining a West Virginia COA;
• Advice on how to best navigate the regulatory landscape;
• Helping you understand the nuances of state law;
• Assisting with compliance issues such as FDA 510(k), 21 CFR Part 11, and PMA submissions;
Table of Contents
What is a WV certificate of authority?
A company must obtain a West Virginian certificate of authorization if it wants to do business in West Virginia. A company cannot operate in more than one state without obtaining a certificate of authority for every state where it conducts business. For example, if a company operates in New York, Pennsylvania and California, it needs certificates of authority for those three states. If a company is incorporated outside of West Virginia, it should consider incorporating in West Virgina because doing so will make it easier to conduct business in the state.
When do I need a certificate of authority?
The process of opening a business varies depending on where you are located. In some states it is required; in others it is optional. Here is what you need to know about the requirements for opening a business in each state.
Certificate of Authority Requirements
In most states, there is no requirement for a Certificate of Authority (COA). However, many businesses choose to obtain one anyway because it helps protect against fraud. A COA allows a third party to verify information such as a business name, address, phone number, email address, etc. This can help prevent someone from impersonating another person or entity.
Opening a Business Without a COA
If you plan to open a business without a COA, you don’t need to worry too much. If anything goes wrong, you’ll still be able to operate under the same legal name. You just won’t be protected by a third party.
Employers often require a COA even though they aren’t hiring anyone. Employers want to make sure that they’re dealing with legitimate people and companies. They might ask for a COA simply out of good practice.
How can I obtain a West Virginia authorization certificate?
The process of getting a West Virginia certificate of Authority (COA) is relatively simple. You just need to fill out an application form and pay a fee. Once you submit your application, you’ll receive an email confirmation within 24 hours. If you don’t see an email, please contact us via phone or fax.
For Foreign Corporations:
Foreign corporations are subject to different rules than domestic companies. They must submit an application for a certificate of authority with a copy of their articles of incorporation or organizational documentation. In addition, a certificate of good standing is needed to file a tax return. Finally, an agent cannot represent another person without a license.
For Foreign Limited Liability Companies:
Foreign LLCs are becoming increasingly popular among American entrepreneurs. They offer several advantages over traditional domestic corporations, including lower tax rates, no double taxation of income, and the ability to write off expenses against profits. But there are some downsides to forming a foreign LLC.
A foreign LLC must file a Certificate of Good Standing with the Secretary of State within 30 days of being formed. This costs $50 per company, along with a $10 fee per agent filing form. An online application is also available.
The most important thing to remember about a foreign LLC is that it is treated like a corporation for federal tax purposes. So, while you don’t pay corporate taxes on profits, you do pay personal income taxes on those same profits. If you’re living abroad, you’ll likely owe both types of taxes on your worldwide earnings. And because a foreign LLC is considered a “passive entity,” meaning it doesn’t generate any taxable income itself, it cannot deduct any of its operating expenses against its profits.
In addition, a foreign LLC cannot engage in certain activities prohibited under IRS Code Section 7701(a)(2). These include selling products or providing services to customers located outside the United States; engaging in political activity; owning property used primarily for rental purposes; and holding ownership interests in another person’s LLC.
Finally, foreign LLCs aren’t eligible for the EIN number that allows individuals to use one Social Security Number across multiple businesses. Instead, each member of the LLC must apply for his/her own individual taxpayer identification number.
For Foreign Nonprofit Corporations:
A foreign nonprofit corporation doing business in West Virginia must file a Certificate of Good Standing with the Secretary of State.
WV Code §1122 – 2(a)(4).
The corporation shall maintain a certificate issued by the Secretary of State or his designee.
WV Code §§11-3-1 &
A copy of the certificate must accompany the articles of incorporation or organization.
Certified copies of the certificate must be delivered to the county clerks in each county where the corporation does business.
WV Code 11-3-20.
If the secretary of state determines that the certificate is authentic, he will accept it as proof of the fact stated therein.
WV Code 1122-2(b)(5).
Foreign Limited Partnerships:
A foreign limited partnership must file with the Secretary of State. This includes filing Articles of Organization, Bylaws, and Operating Agreement.
“For Banks & Taxpayers:”
An LLC needs a Certificate of Formation, which is filed with WV Secretary of State.
“For Corporations & Other Businesses:”
An S Corporation needs a Certificate of Incorporation, which is filed in the county where it intends to do business.
For Foreign Limited Liability Partnerships:
A foreign LLC must file an “Application for Certificate of Authority,” known as Form SS-4, with the West Virginia Secretary’s Office before opening its doors. This form requires information about the applicant, including the name, address and phone number of the principal place of business; names, addresses and telephone numbers of each member; and the purpose of forming the limited liability partnership.
Two ways to open up an LLC are: an “LLC Domestic Entity” or a “Foreign LLC.” If you’re starting a business in West Virginia, you’ll want to choose the latter.
An LLC registered in another state doesn’t necessarily mean it will be accepted into West Virginia. You’ll need to check the requirements for filing an Application for Certificate of Authority with the Secretary of State’s Office.
Frequently Asked Questions
What is a registered agent?
A registered agent represents another person or entity on legal matters. In some cases, it is required by law. For example, a corporation must appoint one person to act on its behalf. This person is called a registered agent because he or she works on behalf of the corporation.
When you register a business in a particular state, you designate someone to receive related documents. The court sends those papers to the registered agent if you are sued. He or she forwards them to the business owner.
In most cases, a business does not have a physical location where people can come to serve legal papers. Therefore, having a registered agent helps protect your business.
How current does the certificate need to be?
The Internal Revenue Service requires you to provide proof that your digital assets are up to date. If you don’t, you could face penalties.
There are three ways to prove that your digital file is current:
1. File a return for the current tax year
2. Provide documentation showing that the asset was purchased during the current tax year
3. Use software that automatically verifies that the asset is up to date
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.