APPLICATION FOR EXEMPTION                                                      West Virginia Secretary of State 
FROM CERTIFICATE OF AUTHORITY                                                       Business & Licensing Division 
                                                                                             Tel: (304)558-8000 
Form CF-2  
Rev. 11/2017                                                                                 Fax: (304)558-8381 
                                                                                         Website: www.wvsos.gov

FILE ONE ORIGINAL 
(Two if you want a filed 
stamped copy returned to you.)
FILING FEE:$25.00                                                                   Control #

Corporate Information
1. The name of the corporation applying to do business in WV: _______________________________________ 

   _____________________________________________________________________________________ 

2. The company was incorporated under the laws of the State of:         _________________________________ 

                                           Date of Incorporation:       ________________________________ 

3. The address of the principal office  Street:
   of the organization is: 
                                        City:                                State:         Zip Code:

4. The name and address of the Agent  
   (person or company) to whom          Name:
   notice of process may be sent,  
                                        Street:
   if any, will be:
                                        City:                               State:       Zip Code:

Business/Employees in WV:
5. The type of business to be conducted in WV is: _______________________________________________ 
6. Are on site contractual services provided to another business located in WV?YES /NO    If yes, please describe:
   .
   _____________________________________________________________________________________ 
7.  Will you maintain an office in WV? If "Yes," where?                   No        Yes, at: __________________  
8. Will you apply for a contractor’s license for construction work?       No        Yes 

9. Is the business in the state limited to sales? If "Yes," answer a-d.   No        Yes 
   a. Does any salesperson reside in the state?                           No        Yes 
   b. Will any salesperson need WV Workers’ Comp. coverage?               No        Yes 
   c. Does your salesperson have authority to finalize a contract?        No        Yes 
   d. How are goods shipped to your customers?                            Common Carrier      Company Vehicles 
10. Do you expect work to be limited to only one occasion           No, we plan on multiple jobs or on-going business.
   of no more than one month?                                       Yes, Beginning:               Ending:

11. Will you have employees, other than sales people, working within the state? If "Yes," answer a-c.    No       Yes
   a. Will WV taxes be withheld?                                        No          Yes
   b. Will they have WV Unemployment Coverage?                          No          Yes
   c. Will they have WV Workers' Compensation Coverage?                 No          Yes
Continued on page 2 of this application.

Application for Exemption from Certificate of Authority                                                 Page 2

Basis for Claiming Exemption:
12. List section number(s) of the WV Code §31D-15-1501 (for profit entities) or WV Code §31E-14-1401 (non-profit
    entities) or WV Code which makes your business exempt from being required to maintain a certificate of authority. 
    Enter the appropriate Code Number from the attached list of codes in the blank space provided below.

    Code Number:                  (for profit entities)                (non-profit entities)

    Other [see section (c) of the Code in the attached list for profit and non-profit entities]: _______________________ 

    __________________________________________________________________________________________ 

    __________________________________________________________________________________________ 

13. Print name of signer:  __________________________________ Title/Capacity: ____________________ 

    Contact phone number (w/ area code):      ____________________ 

    Signature:                                                             Date: ___________________________ 

    Reset Form                Print Form

                     Instructions for Applying for Exemption from Certificate of Authority 

Before completing this application please review the provision of the West Virginia Code. If you believe the nature and 
extent of your corporation's activity in West Virginia Will qualify your company to conduct business without obtaining a  
certificate of authority under one of the listed exemptions, you may apply for an exemption by completing the 
Exemption application and mailing this form to the business address in the upper left corner of the application. A fee of 
$25 for anexemption certificate is required. 
  
The Secretary of State will determine, based on the information you provide, whether an exemption may be granted or  
whether your company will be required to obtain a certificate of authority prior to beginning business. Please note that a  
corporation may not obtain other licenses and permit without first obtaining either an exemption or a certificate of  
authority. If your company is not eligible for an exemption, then the exemption application will be returned to you and you 
will have to file for a certificate of authority.  
  
File with the Secretary of State one original signed application. If you would like a filed, date-stamped copy returned to  
you, submit one original and one copy of the application. Filing fee is $25. Please make check payable to the West Virginia 
Secretary of State.  
  
The application must be signed by an officer of the corporation or by the chairman of the board of directors of the 
corporation (See below *Important Legal Notice Regarding Signature).

*Important Legal Notice Regarding Signature: Per West Virginia Code       §31D-1-129 . Penalty for signing false
document. Any person who signs a document he or she knows is false in any material respect and knows that the document 
is to be delivered to the secretary of state for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined 
not more than one thousand dollars or confined in the county or regional jail not more than one year, or both.

WEST VIRGINIA CODE ON OBTAINING AN EXEMPTION FOR A PROFIT CORPORATION 

§31D-15-1501 Authority to transact business and jurisdiction over foreign corporations. 

  (a) A foreign corporation may not conduct affairs in this state until it obtains a certificate of authority 
       from the Secretary of State. 

  (b) The following activities, among others, do not constitute conducting affairs within the meaning of
        subsection (a) of this section: 

             (1) Maintaining, defending or settling any proceeding;  
             (2) Holding meetings of the board of directors or shareholders or carrying on other activities
                   concerning internal corporate affairs;  
             (3) Maintaining bank accounts;  
             (4) Selling through independent contractors;  
             (5) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise,
                     if the orders require acceptance outside this state before they become contracts;
             (6) Creating or acquiring indebtedness, mortgages and security interests in real or personal   
                   property;  
             (7) Securing or collecting debts or enforcing mortgages and security interests in property securing
                   the debts: Provided,  that this exemption does not include debts collected by collection agencies
                   as defined in subdivision (b), section two, article sixteen, chapter forty-seven of this code;
             (8) Owning, without more, real or personal property;  
             (9) Conducting an isolated transaction that is completed within thirty days and that is not one in
                   the course of repeated transactions of a like nature;  
             (10) Conducting affairs in interstate commerce;  
             (11) Granting funds or other gifts;  

             (12) Distributing information to its shareholders or members;  
             (13) Effecting sales through independent contractors; 
             (14) The acquisition by purchase of lands secured by mortgage or deeds;  
             (15) Physical inspection and appraisal of property in West Virginia as security for  
                     deeds of trust, or mortgages and negotiations for the purchase of loans  
                     secured by property in West Virginia;  
             (16) The management, rental, maintenance and sale or the operating, maintaining,  
             renting or otherwise dealing with selling or disposing of property acquired under 
             foreclosure sale or by agreement in lieu of foreclosure sale;  
             (17) Applying for withholding tax on an employee residing in the State of West  
                    Virginia who works for the foreign corporation in another state; and  
             (18) Holding all, or a portion thereof, of the outstanding stock of another  
             corporation authorized to transact business in the State of West Virginia:  
             Provided,  that the foreign corporation does not produce goods, services or otherwise 
             conduct business in the State of West Virginia. 

(c) The list of activities in subsection (b) of this section is not exhaustive. NOTE : If you  
     feel your organization is exempt but do not see an exemption reason listed in the 
     attached code sections here, then you may list why you think your organization is 
     exempt and explain in detail what the business purpose (i.e., legal business activity 
     being conducted in West Virginia) is and by what manner the business is conducted 
     with the State of West Virginia. Our office will then review the reason listed to 
     determine if your business actually qualifies for exemption status. 

(d) A foreign corporation is deemed to be transacting business in this state if: 
             (1) The corporation makes a contract to be performed, in whole or in part, by any  
                  party thereto in this state;  
             (2) The corporation commits a tort, in whole or in part, in this state; or  
             (3) The corporation manufactures, sells, offers for sale or supplies any product in  
                   a defective condition and that product causes injury to any person or property  
                   within this state notwithstanding the fact that the corporation had no agents,  
                   servants or employees or contacts within this state at the time of the injury. 

(e) A foreign corporation's making of a contract, the committing of a manufacture or sale,  
     offer of sale or supply of defective product as described in subsection (d) of this  
     section is deemed to be the agreement of that foreign corporation that any notice or  
     process served upon, or accepted by, the Secretary of State in a proceeding against  
     that foreign corporation arising from, or growing out of, contract, tort or manufacture  
     or sale, offer of sale or supply of the defective product has the same legal force and  
     validity as process duly served on that corporation in this state. 

WEST VIRGINIA CODE ON OBTAINING AN EXEMPTION FOR A NON-PROFIT CORPORATION

§31E-14-1401   Authority to conduct affairs required.
(a) A foreign corporation may not conduct affairs in this state until it obtains a certificate  
     of authority from the Secretary of State. 
(b) The following activities, among others, do not constitute conducting affairs within the  
      meaning of subsection (a) of this section: 
             (1) Maintaining, defending, or settling any proceeding;  
             (2) Holding meetings of the board of directors or members or carrying on other  
                  activities concerning internal corporate affairs;  

(3) Maintaining bank accounts;  
(4) Selling through independent contractors;  
(5) Soliciting or obtaining orders, whether by mail or through employees or  
agents or otherwise, if the orders require acceptance outside this state before they become contracts
(6) Creating or acquiring indebtedness, mortgages, and security interests in real or  
personal property:     Provided,  that this exemption does not include debts collected 
by collection agencies as defined in subdivision (b), section two, article sixteen, 
chapter forty-seven of this code;  
(7) Securing or collecting debts or enforcing mortgages and security interests in  
     property securing the debts;  
(8) Owning, without more, real or personal property;  
(9) Conducting an isolated transaction that is completed within thirty days and  
     that is not one in the course of repeated transactions of a like nature;  
(10) Conducting affairs in interstate commerce;  
(11) Granting funds or other gifts;  
(12) Distributing information to its shareholders or members;  
(13) Effecting sales through independent contractors;  
(14) The acquisition by purchase of lands secured by mortgage or deeds;  
(15) Physical inspection and appraisal of property in West Virginia as security for  
        deeds of trust, or mortgages and negotiations for the purchase of loans  
        secured by property in West Virginia;  
(16) The management, rental, maintenance and sale; or the operating,  
maintaining, renting or otherwise, dealing with selling or disposing of property 
acquired under foreclosure sale or by agreement in lieu of foreclosure sale; and  
(17) Applying for withholding tax on an employee residing in the State of West  
        Virginia who works for the foreign corporation in another state. 

(c) The list of activities in subsection (b) of this section is not exhaustive. NOTE: If you feel your organization is  
      exempt but do not see an exemption reason listed in the attached code sections here, then you may list why you  
      think your organization is exempt and explain in detail what the business purpose (i.e., legal business activity  
      being conducted in West Virginia) is and by what manner the business is conducted with the State of West  
      Virginia. Our office will then review the reason listed to determine if your business actually qualifies for  
      exemption status.

(d) A foreign corporation is to be deemed to be conducting affairs in this state if: 

(1) The corporation makes a contract to be performed, in whole or in part, by any  
      party thereto, in this state;  
(2) The corporation commits a tort, in whole or in part, in this state; or  
(3) The corporation manufactures, sells, offers for sale or supplies any product in 
a defective condition and that product causes injury to any person or property 
within this state notwithstanding the fact that the corporation had no agents, 
servants or employees or contacts within this state at the time of the injury. 

(e) A foreign corporation's making of a contract, the committing of a manufacture or sale,  
offer of sale or supply of defective product as described in subsection (d) of this section is 
deemed to be the agreement of that foreign corporation that any notice or process served 
upon, or accepted by, the Secretary of State in a proceeding against that foreign 
corporation arising from, or growing out of, contract, tort, or manufacture or sale, offer of 
sale or supply of the defective product has the same legal force and validity as process duly 
served on that corporation in this state. 

                                                                                            West Virginia Secretary of State 
                                                                                                 Business & Licensing Division 
                                                                                                                Tel: (304) 558-8000 
                                                                                                                Fax: (304) 558-8381 
                                                                                                             Website: www.wvsos.gov
Rev. 9/2018

  Filing Submission Instructions - Business Division

IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORMS. 
Please follow the instructions included with the application. Failure to include any of the required information on the form may  
cause the filing to be rejected.

All forms may be downloaded from our web site www.wvsos.gov. 

SUBMIT THE COMPLETED APPLICATION  WITH THE CUSTOMER ORDER REQUEST FORM TO ONE OF THE 
OFFICES BELOW. CHOOSE EXPEDITED OR STANDARD PROCESSING SERVICE. IF NOT USING THE CUSTOMER 
ORDER REQUEST FORM AND YOU ARE REQUESTING EXPEDITED SERVICE, YOU MUST INCLUDE THE WORD 
"EXPEDITE" AND THE LEVEL OF EXPEDITED SERVICE BEING REQUESTED (24-HOUR, 2-HOUR OR 1-HOUR) IN 
YOUR CORRESPONDENCE. BE SURE TO INCLUDE THE CORRECT ADDITIONAL EXPEDITED FEE. THIS FEE IS IN 
ADDITION TO THE REGULAR FILING FEE (SEE FEES BELOW).

CHOOSE ONE OF THE FOLLOWING PROCESSING SERVICES: 
  1    EXPEDITED SERVICE (24-hour,2-hour     and 1-hour; *Requires standard filing fee plus additional expedite fee, see below)
       Expedite Service *Fee           EXPEDITED SERVICE requests may be submitted by: 
       24-Hour          $  25.00       - E-mail to efilings@wvsos.gov 
       2-Hour           $250.00        - Fax 
       1-Hour           $500.00        - Walk in delivery

  2    STANDARD PROCESSING (5-10 business days)
       Standard filing fees apply.   STANDARD PROCESSING requests may be submitted by: 
                                     - E-mail to CorpFilings@wvsos.gov 
                                     - Fax 
                                     - Walk in delivery (drop off service only filed within 5-10 business days)
INCLUDE PAYMENT: 
Be sure to enclose the correct filing fee with your filing. If paying by credit card, be sure to include the e-Payment Authorization 
form with your filing. Your filing will be rejected if the payment is not included or if the e-Payment Authorization form is not 
included if paying by credit card.   

SUBMIT COMPLETED FILING TO ONE OF THE BUSINESS CENTERS BELOW:

                                       BUSINESS SERVICE CENTERS 
                                           Standard and Expedited Filings

  Charleston Office                    Clarksburg Office                    Martinsburg Office 
  One-Stop Business Center             North Central WV Business Center     Eastern Panhandle Business Center 
  1615 Washington Street East          200 West Main Street                 229 E. Martin Street 
  Charleston, WV 25311                 Clarksburg, WV 26301                 Martinsburg, WV 25401 
  Phone: (304) 558-8000                Phone: (304) 367-2775                Phone: (304) 356-2654 
  Fax: (304) 558-8381                  Fax: (304) 627-2243                  Fax: (304) 260-4360 
  Hours: Mon. - Fri. 8:30a - 5:00p EST Hours: Mon. -Fri. 9:00a - 5:00p EST  Hours: Mon. - Fri. 9:00a - 5:00p EST

                                                                                                                     West Virginia Secretary of State 
                                                                                                                      Business & Licensing Division 
                                                                                                                      Tel: (304)558-8000 
                                                                                                                      Fax: (304)558-8381 
                                                                                                                      Website: www.wvsos.gov
Rev. 9/2018

 Customer Order Request                              SUBMIT THIS COMPLETED FORM WITH YOUR FILING.

           READ CAREFULLY BEFORE SUBMITTING - Expedite service is NOT AVAILABLE for the following filings:
             >> Tax Department filings including Sole Proprietorships, General Partnerships, and Associations 
             >> Dissolution or Withdrawal of Corporation, Voluntary Association or Business Trust

 Order Processing Requested*:          * * *  Expedite Processing Requires Additional Fees  * * *                   
     Standard Processing**                         24-HOUR Expedite***          2-HOUR Expedite                        1-HOUR Expedite
    (Avg. processing turnaround     (additional $25.00 fee included)       (additional $250.00 fee included)          (additional $500.00 fee included)
     5-10 business days)
 Email to: CorpFilings@wvsos.gov                                 Email to: eFilings@wvsos.gov

 *"Processing" indicates the filing will be completed and registered in the Secretary of State registration database. 
 **Standard Processing applications received byE-MAIL or FAX must include the e-Payment Authorization form with credit card information. 
 ***NOTE: Orders filed in person through any Secretary of State office location requesting the filing be processed will be assessed a 24-HOUR 
 Expedite fee of $25.00 per order.

Name of Entity:

Return filing to: 
(Return Address)

Contact Name:                                                             Phone: 

Return Delivery Options: Email or Fax options do not receive a copy via mail; must be ordered separately.
   Email to:                                                           Fax to: 

   Hold for Pick Up               Mail to Return Address above         FedEx:  Acct #

   Other (explain below):                                              UPS:  Acct #

Order Description (include items being ordered and fee breakdown):

* PLEASE NOTE: Original paperwork is kept by this office. Include a copy of the original filing if  
you want a file stamped copy returned to you at no extra charge. Certified copy requests are an     Total Amount:
additional $15 per certified copy being requested.
Payment Method:
   Check/Money Order                Credit Card    (Must attach e-Payment Authorization request form including payment information.)
   Cash (Do Not mail cash)           Pre-paid Acct #:                      Attach signed pre-paid slip.

            MAC WARNER  
            Secretary of State                                   24-hour, 2-hour and 1-hour 
            State Capitol Building 
            Charleston, WV 25305  
            Phone: (304) 558-6000                                Expedite Service Guidelines
            Website: www.sos.wv.gov

IMPORTANT:  To ensure expedited service, please mark “EXPEDITE” in a conspicuous place at 
the top of the service request.  Please indicate method of delivery.  
  
24-HOUR EXPEDITE SERVICE  
  
The Secretary of State offers a 24-hour expedite service on most business organization filings processed by this office.  If 
you choose to utilize this service, please enclose with your filing the additional expedite fee.  Please note that this expedite 
fee is in addition to the standard fee charged on each filing and/or order.  You must mark the document with your “24-HOUR 
EXPEDITE” request.  If using a cover letter, note that you are requesting 24-hour expedited service, and include your 
telephone number and return information.  Each filing will be returned by U.S.P.S. regular mail unless other arrangements 
are made.  This office does not fax confirmation of a 24-hour expedite.  
  
The fee for 24-hour handling is $25.00 in addition to the usual fee for service.  Please consult our fee schedules for the 
appropriate fee.  If you require assistance, please contact this office.  
  
Time Constraints:  Under most circumstances, each filing submitted receives same day filing date and may be picked up in 
the office by the end of the same business day.  Filings to be mailed the next business day if received by 2:00 pm of receipt 
date and no later than the 2nd business day if received after 2:00 pm.  Expedite period begins when filing or service request 
is received in this office in acceptable fileable form.    
  
2-HOUR EXPEDITE SERVICE  
  
The Secretary of State offers a 2-hour expedite service on most filings processed by this office.  If you choose to utilize the 
2-hour expedite service, please enclose with your filing an additional $250.00 per filing and/or order.  Please note that this 
expedite fee is in addition to the standard fee charged on each filing and/or order.  Complete and submit the 2-hour 
customer order instruction form.  If not using our order form, state clearly in your cover letter that you are requesting 2-hour 
expedited service and include your telephone number and return information.  Attach the order form or cover sheet to the 
top of your filing and submit to this office.  Each filing will be returned by U.S.P.S. regular mail unless other arrangements 
are made.  
  
1-HOUR EXPEDITE SERVICE  
  
The Secretary of State offers a 1-hour expedite service on most filings processed by this office.  If you choose to utilize the 
1-hour expedite service, please enclose with your filing an additional $500.00 per filing and/or order.  Please note that this 
expedite fee is in addition to the standard fee charged on each filing and/or order.  Complete and submit the 1-hour 
customer order instruction form.  If not using our order form, state clearly in your cover letter that you are requesting 1-hour 
expedited service and include your telephone number and return information.  Attach the order form or cover sheet to the 
top of your filing and submit to this office.  Each filing will be returned by U.S.P.S. regular mail unless other arrangements 
are made.  
  
1-Hour and 2-Hour Time Constraints:  Each filing submitted for either 1-hour or 2-hour expedite receives same day filing 
date and will be acknowledged by fax or e-mail within expedite service time.  Failure to indicate method of acknowledgement 
(fax or e-mail) or to provide a correct fax number or e-mail address may prevent the Secretary of State from acknowledging 
the filing of such documents.  Filings may be picked up within the expedite service period. Filings to be mailed will be mailed 
out no later than the next business day following receipt.  Expedite period begins when filing or service request is received in 
this office in fileable form.  
  
The Secretary of State reserves the right to extend the expedite period in times of extreme 
volume, staff shortages or equipment malfunction.  These extensions are few and will rarely 
extend more than a few hours.  
                                                                          WV Secretary of State Expedite Guidelines 
                                                                          Effective: 8-31-17

                                                                                         West Virginia Secretary of State 
                                                                                              Business & Licensing Division 
                                                                                                                        Tel: (304)558-8000 
                                                                                                                        Fax: (304)558-8381 
                                                                                               Website: www.wvsos.gov

                                                                                                                              Rev. 11/2017
                                                                                         USE BLACK INK ONLY - DO NOT HIGHLIGHT 
e-Payment Authorization                 This document contains confidential financial information and will be properly shredded after payment 
                                        has been processed by this office. Electronic storage of payment information is only permitted by signed 
                                        authorization below which may be retracted at any time by written request by the authorized party.
Service Type:       Fax      E-mail        Mail

Payment by Card     (card holder name and billing address required below)

Card Type:           Visa               Mastercard                 Discover              American Express

Credit Card Number:                                                                           V Code*

  * 3-digit number on back of VISA, MasterCard and Discover cards. 
     4-digit number on front right side of American Express card.
NOTICE: For security and verification purposes, all credit card payments must include the 3- or 4-digit CVV2 code (V Code) number 
located on the credit card. Failure to include this code will result in the rejection of your filing or service request.

Credit Card Expiration Date: Month:                                Year:

                                                                   Amount to Charge Card: USD $
Order Information    (required) 

Entity Name: 

Card Holder Information: 
  Name as it appears on the account
                    Billing Address

                             City                                           State             Zip Code

                        Telephone                                    Ext.

Payment Information Storage Authorization          (optional) 
I authorize the Secretary of State to store this payment information for future payment transactions processed by Secretary of State:
X                                                                Date
Authorized Signature 

Payment Authorization        (required) 
I authorize the Secretary of State to bill an amount not to exceed the following to be charged to the above listed account(s):

X                                                                Date
Authorized Signature 
                                Reset Form                         Not to Exceed Amount: USD $