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WV Code § 31D-14-1432 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1432. Receivership or Custodianship

(a) A circuit court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The circuit court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the circuit court, before appointing a receiver or custodian. The circuit court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.(b) The circuit court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The circuit court may require the receiver or custodian to post bond, with or without sureties, in an amount the circuit court directs.(c) The circuit court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:(1) The receiver: (A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the circuit court; and (B) may sue and defend in his or her own name as receiver of the corporation in all circuit courts of this state; and(2) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.(d) The circuit court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing it is in the best interests of the corporation, its shareholders and creditors.(e) The court, from time to time, during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the corporation or proceeds from the sale of the assets.
WV Code § 31D-14-1433 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1433. Decree of Dissolution

(a) If after a hearing the circuit court determines that one or more grounds for judicial dissolution described in section one thousand four hundred thirty of this article exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution and the clerk of the circuit court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.(b) After entering the decree of dissolution, the circuit court shall direct the winding-up and liquidation of the corporation's business and affairs in accordance with section one thousand four hundred five of this article and the notification of claimants in accordance with sections one thousand four hundred six and one thousand four hundred seven of this article.
WV Code § 31D-14-1440 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 14. Dissolution|§31D-14-1440. Deposit With State Treasurer

§31D-14-1440. Deposit with State Treasurer.Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them are to be reduced to cash and deposited with the State Treasurer or other appropriate state official for safekeeping. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or other appropriate state official shall pay him or her or his or her representative that amount.
WV Code § 31D-15-1502 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1502. Consequences of Transacting Business Without Authority

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any circuit court in this state until it obtains a certificate of authority.(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any circuit court in this state until the foreign corporation or its successor obtains a certificate of authority.(c) A circuit court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the circuit court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.(d) A foreign corporation which conducts affairs or does or transacts business in this state without a certificate of authority is liable to this state for the years or parts of years during which it conducted affairs or did or transacted business in this state without a certificate of authority in an amount equal to all fees and taxes which would have been imposed by this chapter, or by any other provision of this code, upon the corporation had it duly applied for and received a certificate of authority to conduct affairs or do or transact business in this state as required by this article and had filed all reports, statements or returns required by this chapter or by any other chapter of this code, plus all penalties imposed for failure to pay any fees and taxes.(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
WV Code § 31D-15-1503 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1503. Application for Certificate of Authority

(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of State for filing. The application must set forth:(1) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section one thousand five hundred six of this article;(2) The name of the state or country under whose law it is incorporated;(3) Its date of incorporation and period of duration;(4) The mailing address of its principal office;(5) The address of its registered office in this state, if any, and the name of its registered agent at that office, if any; (6) The names and usual business addresses of its current directors and officers;(7) Purpose or purposes for transaction of business in West Virginia; and(8) An e-mail address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated.
WV Code § 31D-15-1504 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1504. Amended Certificate of Authority

(a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of State if it changes:(1) Its corporate name;(2) The period of its duration; or(3) The state or country of its incorporation.(b) The requirements of section one thousand five hundred three of this article for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
WV Code § 31D-15-1505 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1505. Effect of Certificate of Authority

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject to the right of the state to revoke the certificate as provided in this chapter.(b) A foreign corporation with a valid certificate of authority has the same rights and has the same privileges as, and except as otherwise provided by this chapter is subject to the same duties, restrictions, penalties and liabilities as, a domestic corporation of like character.(c) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
WV Code § 31D-15-1507 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1507. Registered Office and Registered Agent of Foreign Corporation

Each foreign corporation authorized to transact business in this state may continuously maintain in this state:(1) A registered office that may be the same as any of its places of business; and(2) A registered agent who may be:(A) An individual who resides in this state and whose business office is identical with the registered office;(B) A domestic corporation or domestic nonprofit corporation whose business office is identical with the registered office; or(C) A foreign corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical with the registered office.
WV Code § 31D-15-1508 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1508. Change of Registered Office or Registered Agent of Foreign Corporation

(a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:(1) Its name;(2) The mailing address of its current registered office;(3) If the current registered office is to be changed, the mailing address of its new registered office;(4) The name of its current registered agent;(5) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and(6) That after the change or changes are made, the mailing addresses of its registered office and the business office of its registered agent will be identical.(b) If a registered agent changes the mailing address of his or her business office, he or she may change the mailing address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
WV Code § 31D-15-1509 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1509. Resignation of Registered Agent of Foreign Corporation

(a) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State for filing a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall mail a copy of the filed statement of resignation and receipt to the corporation at its principal office.(c) The agency appointment is terminated, and the registered office discontinued if provided in the statement of registration, on the thirty-first day after the date on which the statement was filed.
WV Code § 31D-15-1520 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1520. Withdrawal of Foreign Corporation

§31D-15-1520. Withdrawal of foreign corporation.(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of State.(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:(1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;(3) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;(4) A mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection; and(5) A commitment to notify the Secretary of State in the future of any change in its mailing address.(c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section.(d) The Secretary of State shall withhold the issuance of any certificate of withdrawal until the 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, including, but not limited to, taxes withheld under the provisions of section seventy-one, article twenty-one, chapter eleven of this code, all business and occupation taxes, motor carrier and transportation privilege taxes, gasoline taxes, consumer sales taxes and any and all license franchise or other excise taxes and corporate net income taxes, and employment security payments levied or assessed against the corporation seeking to dissolve have been paid or that payment has been provided for, or until the Secretary of State received a notice from the Tax Commissioner or Bureau of Employment Programs, as the case may be, stating that the corporation in question is not subject to payment of any taxes or to the making of any employment security payment, security payments or assessments.
WV Code § 31D-15-1521 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1521. Revocation of Withdrawal

(a) A corporation may revoke its withdrawal within one hundred twenty days of its effective date.(b) Revocation of withdrawal must be authorized in the same manner as the withdrawal was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the withdrawal without shareholder action.(c) After the revocation of withdrawal is authorized, the corporation may revoke the withdrawal by delivering to the Secretary of State for filing articles of revocation of withdrawal, together with a copy of its application of withdrawal, that sets forth:(1) The name of the corporation;(2) The effective date of the withdrawal that was revoked;(3) The date that the revocation of withdrawal was authorized;(4) If the corporation's board of directors or incorporators revoked the withdrawal, a statement to that effect; and(5) If the corporation's board of directors revoked the withdrawal authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization.(d) Revocation of withdrawal is effective upon the effective date of the articles of revocation of withdrawal.(e) When the revocation of withdrawal is effective, it relates back to and takes effect as of the effective date of the withdrawal and the corporation resumes carrying on its business as if withdrawal had never occurred.
WV Code § 31D-15-1530 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1530. Grounds for Revocation

The Secretary of State may commence a proceeding under section one thousand five hundred thirty-one of this article to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:(1) The foreign corporation does not pay within sixty days after they are due any fees, franchise taxes or penalties imposed by this chapter or other law;(2) The foreign corporation does not inform the Secretary of State under section one thousand five hundred eight or one thousand five hundred nine of this article that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued within sixty days of the change, resignation or discontinuance;(3) An incorporator, director, officer or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Secretary of State for filing;(4) The Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;(5) The professional license of one or more of the license holders is revoked by a professional licensing board and the license is or all the licenses are required for the continued operation of the foreign corporation; or(6) The foreign corporation is in default with the Bureau of Employment Programs as provided in section six, article two, chapter twenty-one-a of this code.
WV Code § 31D-15-1531 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1531. Procedure for and Effect of Revocation

(a) If the Secretary of State determines that one or more grounds exist under section one thousand five hundred thirty of this article for revocation of a certificate of authority, he or she shall serve the foreign corporation with written notice of his or her determination pursuant to section one thousand five hundred ten of this article.(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within sixty days after service of the notice is perfected pursuant to section one thousand five hundred ten of this article, the Secretary of State may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the foreign corporation pursuant to section one thousand five hundred ten of this article.(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.(d) The Secretary of State's revocation of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent return required pursuant to section three, article twelve-c, chapter eleven of this code or in any subsequent communication received from the corporation stating the current mailing address of its principal office or, if none are on file, in its application for a certificate of authority.(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
WV Code § 31D-15-1532 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1532. Reinstatement Following Administrative Revocation

(a) A corporation that has had its certificate of authority administratively revoked under section one thousand five hundred thirty-one of this article may apply to the Secretary of State for reinstatement within two years after the effective date of revocation. The application must:(1) Recite the name of the corporation and the effective date of the administrative revocation;(2) Demonstrate that the ground or grounds for revocation have been eliminated;(3) Demonstrate that the corporation's name satisfies the requirements of section one thousand five hundred six, article fifteen of this chapter; and(4) Obtain a certificate from the Tax Commissioner reciting that all taxes owed by the corporation have been paid.(b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is accurate, the Secretary of State shall cancel the Certificate of Revocation and prepare a Certificate of Reinstatement that recites the Secretary of State's determination and the effective date of reinstatement. The Secretary of State shall send notice of the reinstatement to the corporation within thirty days of the determination.(c) When a reinstatement is granted, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes its business as if the administrative revocation had never occurred.
WV Code § 31D-15-1533 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 15. Foreign Corporations|§31D-15-1533. Appeal From Denial of Reinstatement

(a) If the Secretary of State denies a corporation's application for reinstatement following administrative revocation, the Secretary of State shall notify the corporation within thirty days of application by written notice that explains the reason or reasons for denial.(b) The corporation may appeal the denial of reinstatement to the circuit court of Kanawha County within thirty days after service of the notice of denial.(c) The corporation may appeal by petitioning the circuit court of Kanawha County to set aside the revocation and attaching to the petition copies of the Secretary of State's Certificate of Revocation, the corporation's application for reinstatement and the Secretary of State's notice of denial.(d) The circuit court's final decision may be appealed to the West Virginia Supreme Court of Appeals in accordance with article six, chapter twenty-nine-a of this code.