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How to Dissolve a Corporation in West Virginia (Articles of Dissolution, $25)

Updated September 4, 2026. Quick answer: a West Virginia for-profit corporation dissolves by filing Articles of Dissolution under W. Va. Code §31D-14-1403 (filing; tax-clearance gate in subsection (c)); authorization under §31D-14-1401 (no shares issued/business not commenced) or §31D-14-1402 (board proposes, shareholders approve) for $25, but West Virginia will not accept it without a tax clearance certificate in hand first.

The filing, and what West Virginia calls it

Under §31D-14-1402, the board must propose and (absent a documented conflict-of-interest/special-circumstances exception) recommend dissolution to shareholders, who must approve it at a meeting with a quorum of at least a majority of votes entitled to be cast, unless a greater vote is required. Once authorized, §31D-14-1403(a) allows the corporation to deliver ‘articles of dissolution’ to the Secretary of State stating the corporation’s name, the date dissolution was authorized, and (if shareholder-approved) a statement of due approval. Distinctively, under §31D-14-1403(b) ‘a corporation is dissolved upon the receipt by the corporation of a certificate of dissolution from the Secretary of State’; dissolution is not effective on filing, but only when the state issues that certificate back, which subsection (c) conditions on tax clearance (see below). §31D-14-1401 provides a separate simpler path for a corporation that never issued shares or commenced business. Filing is now directed through the West Virginia One Stop Business Portal rather than the historical paper CD-6/CD-7 forms, which returned HTTP 404 on the live sos.wv.gov site this session.

The tax clearance question

West Virginia will not accept the Articles of Dissolution without a tax clearance in hand. Mandatory, and it gates issuance of the certificate of dissolution that makes dissolution legally effective. §31D-14-1403(c) provides, verbatim: ‘The Secretary of State shall issue a certificate of dissolution to the corporation delivering articles of dissolution upon receipt by the Secretary of State of a notice from the Tax Commissioner and Bureau of Employment Programs to the effect that all taxes due from the corporation under the provisions of chapter eleven of this code… and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that the payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs… stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payments or assessments.’ Consistent with this, the WV Tax Division’s own current guidance states: ‘A business is required to obtain a letter of good standing before dissolution or withdrawal from the State of West Virginia.’ (W. Va. Code §31D-14-1403(c); WV Tax Division, ‘Request for Letter of Good Standing’)

Creditors and the claims window

West Virginia makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. Permissive, not mandatory, with two independent tracks. Known claims (§31D-14-1406): a dissolved corporation ‘may dispose of the known claims against it’ by written notice to known claimants; the notice must ‘state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim,’ and state the claim is barred if not timely received; a rejected claim is barred if suit is not commenced within 90 days of the rejection notice. Unknown claims (§31D-14-1407): a dissolved corporation ‘may also publish notice of its dissolution’ one time in a newspaper of general circulation in the relevant county; a claim is barred unless suit is commenced within five years after the publication date. (W. Va. Code §31D-14-1406 (known claims, 120-day minimum bar deadline) and §31D-14-1407 (unknown claims, 5-year bar))

What the filing costs

The Articles of Dissolution carries a $25 filing fee. The WV Secretary of State’s current ‘Dissolve/Terminate a WV Business’ page lists a flat ‘Filing: $25.00’ fee and directs filers to the One Stop Business Portal. The page does not break the fee out by entity type, so $25 is the SOS’s current general dissolution filing fee.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by West Virginia’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in West Virginia instead, the filing, fee and statute are different: see dissolving an LLC in West Virginia.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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