Form CAD-1 "West Virginia Articles of Incorporation for an Agricultural Cooperative Association" - West Virginia

What Is Form CAD-1?

This is a legal form that was released by the West Virginia Secretary of State - a government authority operating within West Virginia. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on June 1, 2018;
  • The latest edition provided by the West Virginia Secretary of State;
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Download Form CAD-1 "West Virginia Articles of Incorporation for an Agricultural Cooperative Association" - West Virginia

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West Virginia Secretary of State
WEST VIRGINIA ARTICLES OF
Business & Licensing Division
INCORPORATION FOR AN AGRICULTURAL
Tel: (304)558-8000
COOPERATIVE ASSOCIATION
Fax: (304)558-8381
Form CAD-1
Website:
www.wvsos.gov
Rev. 6/2018
FILE ONE ORIGINAL
(Two if you want a filed stamped copy returned to you.)
FILING FEE: $100 (profit)
$25 (non-profit)
Control #
*
Fee Waived for Veteran-owned corporation
The undersigned, acting as incorporators as governed by WV Code §31D-2-202, adopt the following Articles of Incorporation for a
West Virginia Agricultural Cooperative Association, according to
§19-4
of the amended Code , which shall be perpetual.
1. The name of the WV Agricultural Cooperative Association
shall be:
§19-4-6
[Per
of the WV Code, the name must include the words
“cooperative,” “co-operative” or “co-op” in the name and the name MUST
contain one of the required corporate name endings*per
§31D-4-401
of
the West Virginia Code (*see attached instructions for the list of required
name endings)]. This name is your official name and must be used in its
entirety when in use unless a Trade Name (DBA) is registered with the Office
of the Secretary of State, according to
Chapter 47-8
of the West Virginia Code.]
CHECK BOX to indicate you've included one of the REQUIRED CORPORATE NAME ENDINGS (See instructions for name endings).
.
2
The address of the principal office
Street:
of the corporation will be:
City:
State:
Zip Code:
County:
Located in the County of (required):
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
3. The physical address (not a PO Box)
Street:
of the principal place of business in
West Virginia, if any:
City:
State:
Zip Code:
County:
Located in the County of:
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
4. The name and address of the person
Name:
(agent) to whom notice of process
may be sent, if any, will be:
Street:
City:
State:
Zip Code:
West Virginia Secretary of State
WEST VIRGINIA ARTICLES OF
Business & Licensing Division
INCORPORATION FOR AN AGRICULTURAL
Tel: (304)558-8000
COOPERATIVE ASSOCIATION
Fax: (304)558-8381
Form CAD-1
Website:
www.wvsos.gov
Rev. 6/2018
FILE ONE ORIGINAL
(Two if you want a filed stamped copy returned to you.)
FILING FEE: $100 (profit)
$25 (non-profit)
Control #
*
Fee Waived for Veteran-owned corporation
The undersigned, acting as incorporators as governed by WV Code §31D-2-202, adopt the following Articles of Incorporation for a
West Virginia Agricultural Cooperative Association, according to
§19-4
of the amended Code , which shall be perpetual.
1. The name of the WV Agricultural Cooperative Association
shall be:
§19-4-6
[Per
of the WV Code, the name must include the words
“cooperative,” “co-operative” or “co-op” in the name and the name MUST
contain one of the required corporate name endings*per
§31D-4-401
of
the West Virginia Code (*see attached instructions for the list of required
name endings)]. This name is your official name and must be used in its
entirety when in use unless a Trade Name (DBA) is registered with the Office
of the Secretary of State, according to
Chapter 47-8
of the West Virginia Code.]
CHECK BOX to indicate you've included one of the REQUIRED CORPORATE NAME ENDINGS (See instructions for name endings).
.
2
The address of the principal office
Street:
of the corporation will be:
City:
State:
Zip Code:
County:
Located in the County of (required):
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
3. The physical address (not a PO Box)
Street:
of the principal place of business in
West Virginia, if any:
City:
State:
Zip Code:
County:
Located in the County of:
The mailing address of the above
Street:
location, if different, will be:
City:
State:
Zip Code:
4. The name and address of the person
Name:
(agent) to whom notice of process
may be sent, if any, will be:
Street:
City:
State:
Zip Code:
WEST VIRGINIA ARTICLES OF INCORPORATION FOR AN AGRICULTURAL COOPERATIVE ASSOCIATION
Page 2
5. E-mail address where business correspondence may be received:
6. Website address of the business, if any (ex: yourdomainname.com):
7. Do you own or operate more than one
Yes
No
Decline to answer
* Answer a. and b. below.
business in West Virginia?
If "Yes"... a. How many businesses?
b. Located in how many West Virginia counties?
8. The corporation is organized as (check one below):
NON-PROFIT, NON-STOCK
[If you plan to apply for 501(c)(3) status with the IRS, you will need to include specific language
that is required by the IRS to be included in your Articles of Incorporation. Complete the Articles of Incorporation for a Cooperative
Association with Non-Profit IRS Attachment (Form CAD-1NP), instead of completing this application.]
FOR PROFIT (Proceed to question #9.)
9. FOR PROFIT ONLY (Indicate the amount and par value of capital stock issued. If not issuing capital stock, enter zero's "0".):
The total value of all authorized capital stock of the corporation will be $
.
(number of shares x $ value per share)
The capital stock will be divided into
shares at the par value of $
per share.
(number of shares)
($ value)
10. a. The purpose for which this corporation is formed is as follows (attach additional pages if necessary):
(Describe the type of business activity which will be conducted. Per
§19-4-3
of the WV Code, the association may be organized to "engage in one or more
qualified activities in connection with the marketing or selling of agricultural products or the goods and services of its members or those purchased from
other persons; or in connection with the manufacturing, selling or supplying to its members of machinery, equipment or supplies; or in securing and
disseminating market information; or in the financing directly, through agricultural credit associations, and/or otherwise, the above- enumerated activities; or
in any one or more of the activities specified herein." "Agricultural products" are defined as “horticultural, viticultural, forestry, dairy, livestock, poultry, bee
and any farm products, in their natural form or process." "Goods and services" means food and beverages, arts and crafts, woodworking and furniture-
making, and recycling, composting and repurposing materials.)
b. Will the incorporation elect to be organized for purposes as a “Benefit Corporation” per West Virginia Code §31F? ONLY
applicable to "FOR PROFIT" corporations; "NON-PROFIT" corporations CANNOT elect this status.
Yes
[If "Yes," the corporation must be formed FOR PROFIT and the purpose(s) indicated in Section 10a. above must
include a "general public benefit" as set forth in
§31F-3-301(a)
of the West Virginia Code. Per §31F-1-102(c),
“general public benefit” means “a material positive impact on society and the environment taken as a whole, as
measured by a third-party standard, from the business and operations of a benefit corporation."].
No [Proceed to Section 10c.]
c. Is the business a Scrap Metal Dealer?
Yes [If "Yes," you must complete the Scrap Metal Dealer Registration Form (Form SMD-1) and proceed to Section 11.]
No [Proceed to Section 11.]
11. FOR NON-PROFIT ONLY (Check the statement that applies to your entity.):
Corporation will have NO MEMBERS.
Corporation will have MEMBERS (See *NOTE below.)
*NOTE: If the corporation has one or more classes of members, the designation of a class or classes is to be set forth in the articles of
incorporation and the manner of election or appointment and the qualifications and rights of the members of each class is to be set
forth in the articles of incorporation or bylaws. If this applies to your entity then you will need to attach a separate sheet listing the
above required information, unless it will fit in the space provided below.
WEST VIRGINIA ARTICLES OF INCORPORATION FOR AN AGRICULTURAL COOPERATIVE ASSOCIATION
Page 3
12. The names and addresses of the incorporators are (must list at least THREE (3) incorporators; attach additional pages if
necessary):
Name
Address
City
State
Zip Code
a)
b)
c)
13. Is the organization a "veteran-owned" organization?
Effective JULY 1, 2015, to meet the requirements for a “veteran-owned” organization, the entity filing the registration must
meet the following criteria per West Virginia Code §59-1-2a:
1. A “veteran” must be honorably discharged or under honorable conditions, and
2. A “veteran-owned business” means a business that meets one of the following criteria:
o Is at least fifty-one percent (51%) unconditionally owned by one or more veterans; or
o In the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally owned by one or
more veterans.
Yes
CHECK BOX
(If "Yes," attach Form DD214)
indicating you have attached Veteran Affairs Form DD214
National Personnel Records Center
You may obtain a copy
No
Military Personnel Records
of your Veterans Affairs
1 Archives Drive
Form DD214 by
St. Louis, MO 63138
contacting:
Toll free: 1-86-NARA-NARA or 1-866-272-6272
Phone: 314-801-0800
www.archives.gov/veterans/military-service-records
Per WV Code
59-1-2(j)
effective July 1, 2015, the registration fee is waived for entities that meet the requirements as a "veteran-owned"
organization. See attached instructions to determine if the organization qualifies for this waiver. In addition, a "veteran-owned" entity will have
four (4) consecutive years of Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m)].
14. The number of acres of land it holds or expects to hold in West Virginia is:
15. Contact and Signature Information*
:
(See below Important Legal Notice Regarding Signature)
Phone:
a. Contact person to reach in case there is a problem with filing:
b. Print name of person who is signing articles of incorporation:
c. Signature of Incorporator:
Date:
*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.
Important Note: This form is a public document. Please do NOT provide any personal identifiable information on this form
such as social security number, bank account numbers, credit card numbers, tax identification or driver's license numbers.
Reset Form
Print Form
INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION FOR AN AGRICULTURAL COOPERATIVE ASSOCIATION
BEFORE YOU COMPLETE THE APPLICATION:
I. Per
§19-4-2
of the West Virginia Code, three (3) or more persons engaged in the production of agricultural products may form a cooperative association with
or without capital stock. Three (3) or more cooperative associations may form an agricultural credit association, with or without capital stock, under this article and in
Chapter 31C
§19-4-10
compliance with the credit union provisions of
of this Code. In accordance with
of the West Virginia Code, the cooperative association shall be
managed by a board of not less than three (3) directors, elected by the members or stockholders.
II. The corporate name you select will be approved only if it is available - that is, if the name is not the same as and is distinguishable from any other name which has
been reserved or filed. If you prepare corporate papers without applying for and receiving a name reservation, you do so at your own risk. A telephone check on
availability of a name is NOT a guarantee. You may apply for a name reservation in writing, accompanied by a $15 fee payable to the Secretary of State, mailed to the
address on the top of the application. Once approved, the name will be held for 120 days.
COMPLETING THE APPLICATION:
Section 1.
Enter the exact name of West Virginia agricultural cooperative association. The name MUST contain the following words in the name:
a) Per
§19-4-6(a)
of the WV Code, the name must include the words “cooperative,” “co-operative” or “co-op” in the name, and words or
abbreviations designating a corporation such as, “corporation” (corp.), “company” (co.), “incorporated” (inc.), “limited” (ltd.), or an abbreviation of one of these
terms. Remember, the name that is on your certificate of incorporation is your official name and must be used in its entirety when in use unless you file a trade name
(dba) registration with the Office of the Secretary of State. Failure to do so could result in a fine or imprisonment.
Section 2.
The principal office may be located within West Virginia or another state. List the address of the principal office. You may change your principal
office address by filing with the Secretary of State an application to appoint or change address, agent or officers [Form AAO] (fee $15).
Section 3.
A West Virginia domestic corporation may have a physical location as the principal place of business within the state. Give the street address, city,
zip and county in WV, if any. You may change your principal office address by filing with the Secretary of State an application to appoint or change address, agent or
officers [Form AAO] (fee $15).
Section 4.
Unless you name a person or business as “agent of process” who can receive service of a summons or complaint, legal process will go to the address
listed in #2. You may change “agent of process” by filing with the Secretary of State an application to appoint or change address, agent or officers [Form AAO] (fee
$15).
Section 5.
List an e-mail address (yourname@domainname.com) where you can receive important e-mail notifications (e.g., Annual Report notices).
Section 6.
List the website address (domainname.com) of the business, if any. DO NOT list a physical mailing address.
Section 7.
Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...
a. List the total number of businesses in West Virginia in the space provided.
b. List the total number of counties in West Virginia in which the businesses conduct operations.
Section 8.
In a non-profit corporation, no funds of the corporation may be distributed to members, directors or officers. Non-profit status will not be granted by
the Tax Department until IRS 501(c) status is approved. If you plan to apply for 501(c)(3) status with the IRS, you will need to include specific language required
by the IRS to be included in your Articles of Incorporation. That required language statement is provided as an attachment to the Form CAD-1NP application [see last
page of the document]. Be sure to include this attachment when submitting your Articles of Incorporation if this applies to your entity. In a for-profit corporation, the
assets and profits of the corporation “belong to” the shareholders, and can be distributed to them. Check the appropriate box.
Section 9.
For-profit corporation may or may not issue capital stock. If issuing capital stock, this statement sets the total value of all authorized capital stock, and
how it is divided into shares. (Calculation example: 100 shares x $10 per share = $1,000 total value.) It does not necessarily reflect the money put into the corporation.
The number of shares must be listed, but may be increased later. If not issuing stock, enter zero "0" in the fields.
Section 10.
a.
It is important to describe the purpose(s) [i.e., principal activity(ies)] to be conducted by the corporation clearly to insure you receive all the
necessary information about registering with the required state agencies. Per
§19-4-3
of the WV Code, the cooperative association must organized to "engage in one or
more qualified activities in connection with the marketing or selling of agricultural products or the goods and services of its members or those purchased from other
persons; or in connection with the manufacturing, selling or supplying to its members of machinery, equipment or supplies; or in securing and disseminating market
information; or in the financing directly, through agricultural credit associations, and/or otherwise, the above- enumerated activities; or in any one or more of the
activities specified herein." "Agricultural products" are defined as "horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any farm products, in their
natural form or process." "Goods and services" means food and beverages, arts and crafts, woodworking and furniture-making, and recycling, composting and
repurposing materials.)
b.
If “No,” proceed to Section 10c. If “Yes,” and the FOR PROFIT incorporation elects to be organized for purposes as a “Benefit Corporation,”
per West Virginia Code
§31F-3-301
(NON-PROFIT corporations CANNOT elect this status), the purpose listed in Section 10a. above must clearly state as one of
its purposes the purpose of creating a “general public benefit.” You must indicate as one of its purposes stated in Section 10a. above the purpose of creating a “general
public benefit” as set forth in
§31F-3-301(a)
of the West Virginia Code. A “general public benefit” means “a material positive impact on society and the environment
taken as a whole, as measured by a third-party standard, from the business and operations of a benefit corporation,” [see West Virginia Code §31F-1-102(c)]. This
purpose is in addition to its principal business purpose stated under
§31D-3-302
of the West Virginia Code. It may also identify one or more “specific public benefits”
that it is the purpose of the corporation to create. Per West Virginia Code
§31F-1-102(e)
“specific public benefit” means “a benefit that serves one or more public
welfare, religious, charitable, scientific, literary or educational purposes, or other purposes or benefit beyond the strict interest of the shareholders of the benefit
corporation, including:
(1) Providing low-income or under served individuals or communities with beneficial products or services;
(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
(3) Preserving or improving the environment;
(4) Improving human health;
(5) Promoting the arts, sciences or advancement of knowledge;
(6) Increasing the flow of capital to entities with a public benefit purpose; and
(7) Conferring any other particular benefit on society or the environment.”
c.
If the business activities include “Scrap Metal Dealer,” check “Yes” and complete the Scrap Metal Dealer Registration Form (Form SMD-1) [per
revised WV Business Code §61-3-49-(b)(4)] and submit with your application. Proceed to Section 11. If “No,” proceed to Section 11.
Section 11. Only those forming a non-profit entity would complete this section. If the corporation has one or more classes of members, the designation of a class
or classes is to be set forth in the articles of incorporation and the manner of election or appointment and the qualifications and rights of the members of each
class is to be set forth in the articles of incorporation or bylaws. If this applies to your entity then you will need to attach a separate sheet listing the above
required information, unless it will fit in the space provided. Attach additional pages, if necessary.
Section 12.
The incorporators (must be at least three [3] persons) are the persons who initially set up the corporation. They need not own shares in nor run the
corporation.
Section 13.
Check the appropriate box indicating whether or not the organization is "veteran-owned." Effective JULY 1, 2015, the following criteria must be met
in order to qualify as a "veteran-owned" entity: (1) veteran must be "honorably discharged or under honorable conditions;" and (2) if a publicly-owned entity, at least
fifty-one per cent (51%) of the stock must be unconditionally owned by one or more veterans [see WV Code 59-1-2a(12)-(13)(A)(B)]. If "Yes," you must provide
proof by including with this application a copy of your Veteran Affairs Form DD214.
Section 14. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of
5¢ for each acre over 10,000.
Section 15. Per WV Code §19-4-6(i), the articles shall be signed and filed in accordance with the provisions of the business or nonprofit corporation laws of
this state. Listing a contact person and phone number is optional, however, listing a person to contact in case of a problem with filing may help to speed the filing
process along and avoid possible rejection of the document.
ANNUAL REPORT NOTICE:
WV Code 59-1-2a. requires every corporation (both for profit and non-profit) to file an annual report and pay the annual report filing fee between
January 1 and July 1 of each year following the calendar year in which the business was registered with the Office of the Secretary of State. The $25 annual
report fee is waived for Veteran-owned entities for the following four (4) years after initial formation [see WV Code 59-1-2a(m)]. Failure to file may result in
revocation of the organization's legal authority to transact business in the state. Notification of the filing requirement will be sent, but the company is
https://onestop.wv.gov
responsible for filing the annual report as required by WV Code. You may file the annual report online at
.
You must register a User
Account Login ID and Password to create a personal “Filing Cabinet” to file the annual report.
WV Code
§31F-5-501
requires every “benefit corporation,” as described in Section 10b. above, to prepare an annual benefit report (separate and
unrelated to the Secretary of State Annual Report referenced above) made available annually to each shareholder of the benefit corporation. See WV Code
§31F-5-501
for further information regarding the “Annual Benefit Report.”
FILING THE ARTICLES - ONE ORIGINAL REQUIRED - AND PAYING THE FEE
Send an additional original if you want a filed date-stamped copy returned to you at no additional cost.
The filing fee will consist of paying a registration fee and excess acreage fee, if applicable.
If requesting a certified copy, an additional fee of $15 per certified copy requested is required.
For Profit Corporation - $100 / Non-Profit Corporation - $25
Registration
fee*
_______________ *Veteran-owned entity registration FEE WAIVED - $0
[Registration fee is waived for "veteran-owned" entity effective July 1, 2015 per WV Code
Excess Acreage fee: +_______________
59-1-2(j); Be sure to attach the veteran proof of status Veteran Affairs Form DD214
when claiming "veteran-owned" status.]
$15 per certified copy: +_______________
Total fee:
=_______________
**** Make your checks payable to West Virginia Secretary of State. ****
TEXT ALERTS: Stay up-to-date regarding filing deadlines and changes to business, charity, notary, private investigation, and security guard laws. To sign up, visit
the Secretary of State online at www.wvsos.gov and select
Text
Alerts. Next, under the heading, “Choose SMS Subscription,” click the down arrow and select
“Business and Licensing.” Then enter your ten-digit mobile phone number and your cellular carrier. Click Subscribe. This will allow you to get important information
delivered right to your mobile phone. Please note, standard text messaging rates apply and you may unsubscribe at any time.
CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be required. Contact our
office for more information or visit our website at www.wvsos.gov.
DISSOLUTION: A corporation is a legal entity which can only be dissolved through formal action by filing the necessary documents for dissolution - not by
submitting a letter or making a phone call to the Secretary of State. To dissolve the business, a domestic corporation must file the Articles of Dissolution (Form CD-6)
and pay the dissolution fee. You remain liable for all taxes, assessments, fines, penalties and interest until you receive a certificate of dissolution from the Secretary of
State. Contact our office for more information.
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