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WV Code § 31D-16-1601 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1601. Corporate Records

§31D-16-1601. Corporate records.(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.(b) A corporation shall maintain appropriate accounting records.(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.(d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.(e) A corporation shall keep a copy of the following records at its principal office:(1) Its articles or restated articles of incorporation and all amendments to them currently in effect;(2) Its bylaws or restated bylaws and all amendments to them currently in effect;(3) Resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations if shares issued pursuant to those resolutions are outstanding;(4) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;(5) All written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section one thousand six hundred twenty of this article; and(6) A list of the names and business addresses of its current directors and officers.
WV Code § 31D-16-1602 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1602. Inspection of Records by Shareholders

(a) A shareholder of a corporation is entitled to inspect, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (e), section one thousand six hundred one of this article if he or she gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect.(b) A shareholder of a corporation is entitled to inspect, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect and copy:(1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a), section one thousand six hundred two of this article;(2) Accounting records of the corporation; and(3) The record of shareholders.(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:(1) His or her demand is made in good faith and for a proper purpose;(2) He or she describes with reasonable particularity his or her purpose and the records he or she desires to inspect; and(3) The records are directly connected with his or her purpose.(d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.(e) This section does not affect:(1) The right of a shareholder to inspect records under section seven hundred twenty, article seven of this chapter or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or(2) The power of a circuit court, independently of this chapter, to compel the production of corporate records for examination.(f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
WV Code § 31D-16-1603 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1603. Scope of Inspection Right

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.(b) The right to copy records under section one thousand six hundred two of this article includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and requested by the shareholder.(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision (3), subsection (b), section one thousand six hundred two of this article by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
WV Code § 31D-16-1604 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1604. Court-Ordered Inspection

(a) If a corporation does not allow a shareholder who complies with subsection (a), section one thousand six hundred two of this article to inspect and copy any records required by that subsection to be available for inspection, the circuit court may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (b) and (c), section one thousand six hundred two of this article may apply to the circuit court for an order to permit inspection and copying of the records demanded. The circuit court shall dispose of an application under this subsection on an expedited basis.(c) If the circuit court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.(d) If the circuit court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
WV Code § 31D-16-1605 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1605. Inspection of Records by Directors

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.(b) The circuit court may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused inspection rights, unless the corporation establishes that the director is not entitled to inspection rights. The circuit court shall dispose of an application under this subsection on an expedited basis.(c) If an order is issued, the circuit court may include provisions protecting the corporation from undue burden or expense and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation and may also order the corporation to reimburse the director for the director's costs, including reasonable counsel fees, incurred in connection with the application.
WV Code § 31D-16-1606 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1606. Exception to Notice Requirement

(a) Whenever notice is required to be given under any provision of this chapter to any shareholder, notice may not be required to be given if:(1) Notice of two consecutive annual meetings and all notices of meetings during the period between two consecutive annual meetings have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable; or(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned undeliverable.(b) If any shareholder delivers to the corporation a written notice setting forth the shareholder's then-current address, the requirement that notice be given to the shareholder is to be reinstated.
WV Code § 31D-16-1620 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 16. Records and Reports|§31D-16-1620. Financial Statements for Shareholders

§31D-16-1620. Financial statements for shareholders.(a) Unless unanimously waived by the shareholders, a corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.(b) If the annual financial statements are reported upon by a public accountant, his or her report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:(1) Stating his or her reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and(2) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.(c) A corporation shall mail the annual financial statements to each shareholder within one hundred twenty days after the close of each fiscal year. On written request from a shareholder who was not mailed the statements, the corporation shall mail him or her the latest financial statements.
WV Code § 31D-17-1701 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 17. Transition Provisions|§31D-17-1701. Application to Existing Domestic Corporations

This chapter applies to all domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit.
WV Code § 31D-17-1702 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 17. Transition Provisions|§31D-17-1702. Application to Qualified Foreign Corporations

A foreign corporation authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
WV Code § 31D-17-1703 (2021)
2021 West Virginia Code|Chapter 31D. West Virginia Business Corporation Act|Article 17. Transition Provisions|§31D-17-1703. Effective Date

This chapter takes effect October 1, 2002.
WV Code § 31E-1-101 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-101. Short Title

AND CONSTRUCTION OF CHAPTER.§31E-1-101. Short title.This chapter is and may be cited as the "West Virginia Nonprofit Corporation Act."
WV Code § 31E-1-101a (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-101a. Legislative Acknowledgment

The Legislature acknowledges the work and contribution to the drafting of this chapter of the late Ann Maxey, Professor of Law at the West Virginia University College of Law.
WV Code § 31E-1-102 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-102. Reservation of Powers

The West Virginia Legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.
WV Code § 31E-1-103 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-103. Construction of Chapter

In the event of any inconsistency between any of the provisions of this chapter and the provisions made for particular classes of corporations by chapter thirty-one, thirty-one-a or thirty-three of this code, the provisions contained in chapter thirty-one, thirty-one-a or thirty-three prevail to the extent of the inconsistency.
WV Code § 31E-1-120 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-120. Filing Requirements

(a) A document must satisfy the requirements of this section and any other provision of this code that adds to or varies these requirements to be entitled to filing by the Secretary of State.(b) The document to be filed must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form.(c) The document to be filed must be in the English language: Provided, That a corporate name is not required to be in the English language if it is written in English letters or Arabic or Roman numerals: Provided, however, That the certificate of existence required of foreign corporations is not required to be in the English language if it is accompanied by a reasonably authenticated English translation.(d) The document to be filed must be executed:(1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers;(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or(3) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.(e) The person executing the document to be filed shall sign it and state beneath or opposite his or her signature, his or her name and the capacity in which he or she signs. The document may contain a corporate seal, attestation, acknowledgment or verification.(f) The document to be filed must be delivered to the office of the Secretary of State for filing. Delivery may be made by electronic transmission as permitted by the Secretary of State. The Secretary of State may require one exact or conformed copy to be delivered with the document to be filed if the document is filed in typewritten or printed form and not transmitted electronically.(g) When a document is delivered to the office of the Secretary of State for filing, the correct filing fee and any franchise tax, license fee or penalty required by this chapter or any other provision of this code must be paid or provision for payment made in a manner permitted by the Secretary of State.(h) In the case of service of notice and process as permitted by subsection (c), section five hundred four, article five of this chapter and subsections (d) and (e), section one thousand four hundred ten, article fourteen of this chapter, the notice and process must be filed with the Secretary of State as one original, plus two copies for each person to be served or noticed.
WV Code § 31E-1-121 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-121. Forms

(a) The Secretary of State may prescribe and, upon request, furnish forms for documents required or permitted to be filed by this chapter. Use of these forms is not mandatory.(b) The Secretary of State may adopt procedural rules in accordance with the provisions of this article governing the form for filing with and delivery of documents to the office of the Secretary of State under this chapter by electronic means, including facsimile and computer transmission.
WV Code § 31E-1-122 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-122. Filing, Service and Copying Fees

The Secretary of State shall collect all fees required to be charged and collected in accordance with the provisions of section two, article one, chapter fifty-nine, and section one, article twelve-c, chapter eleven of this code.
WV Code § 31E-1-123 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-123. Effective Time and Date of Document

(a) Except as provided in subsection (b) of this section and subsection (c), section one hundred twenty-four of this article, a document accepted for filing is effective:(1) At the date and time of filing, as evidenced by means the Secretary of State may use for the purpose of recording the date and time of filing; or(2) At the time specified in the document as its effective time on the date it is filed.(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed.
WV Code § 31E-1-124 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-124. Correcting Filed Document

(a) A domestic or foreign corporation may correct a document filed by the Secretary of State if: (1) The document contains an inaccuracy; (2) The document was defectively executed, attested, sealed, verified or acknowledged; or (3) The electronic transmission was defective.(b) A document is corrected:(1) By preparing articles of correction that:(A) Describe the document, including its filing date, or attach a copy of the document to the articles;(B) Specify the inaccuracy or defect to be corrected; and (C) Correct the inaccuracy or defect; and(2) By delivering the articles to the Secretary of State for filing.(c) Articles of correction are effective on the effective date of the document they correct: Provided, That articles of correction are effective when filed as to persons who have relied on the uncorrected document and have been adversely affected by the correction.
WV Code § 31E-1-125 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-125. Filing Duty of Secretary of State

(a) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of section one hundred twenty of this article, the Secretary of State shall file it.(b) The Secretary of State files a document by recording it as filed on the date and time of receipt, unless a delayed effective time is specified in the document. After filing a document, except as provided in section five hundred three, article five of this chapter and section one thousand four hundred nine, article fourteen of this chapter, the Secretary of State shall deliver to the domestic or foreign corporation or its representative a receipt for the record and the fees. Upon request and payment of a fee, the Secretary of State shall send to the requester a certified copy of the requested record.(c) If the Secretary of State refuses to file a document, he or she shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason for his or her refusal.(d) The Secretary of State's duty to file documents under this section is ministerial. His or her filing or refusing to file a document does not:(1) Affect the validity or invalidity of the document in whole or part;(2) Relate to the correctness or incorrectness of information contained in the document; or(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
WV Code § 31E-1-126 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-126. Appeal From Secretary of State's Refusal to File Document

(a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal to the circuit court within thirty days after the return of the document to the corporation. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State's explanation of his or her refusal to file.(b) The circuit court may summarily order the Secretary of State to file the document or take other action the court considers appropriate.(c) The circuit court's final decision may be appealed to the West Virginia Supreme Court of Appeals as in other civil proceedings.
WV Code § 31E-1-127 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-127. Evidentiary Effect of Copy of Filed Document

All courts, public offices and official bodies shall take and receive copies of documents filed in the office of the Secretary of State and certified by him or her, in accordance with the provisions of this article, as conclusive evidence that the original document is on file with the Secretary of State.
WV Code § 31E-1-128 (2021)
2021 West Virginia Code|Chapter 31E. West Virginia Nonprofit Corporation Act|Article 1. General Provisions|§31E-1-128. Certificate of Existence

(a) Any person may request a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation from the Secretary of State.(b) A certificate of existence or authorization provides the following information:(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; and (2) If the corporation is a domestic corporation, that the corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if it is less than perpetual; (3) If the corporation is a foreign corporation, that the corporation is authorized to transact business in this state; and(4) If payment is reflected in the records of the Secretary of State and if nonpayment affects the existence or authorization of the domestic or foreign corporation, whether all fees, taxes, and penalties owed to this state have been paid.(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.