Buying a Business, Merging and Franchises

People seeking to start their own business often buy an existing business or purchase a franchise. Existing businesses may merge a competitor's business into their own to expand business operations. We strongly recommend enlisting the services of a qualified attorney and an accountant who can guide you through the purchase, franchise, or merger process.

West Virginia Secretary of State LogoSecretary of State

Buying an Existing Business

When purchasing a business registered through the Secretary of State, such as a corporation or LLC, you must file administrative documents through the Secretary of State to report the changes.

 
  • If the business will continue its existence and not be dissolved or terminated as a result of the purchase, the new responsible party must file an Agent, Address and/or Officer Change to update officers, addresses and/or agent for service of process, if applicable.
  • If the business will dissolve or terminate as a result of the purchase, an officer having signature authority in the company being purchased must file the appropriate dissolution, termination, cancellation or withdrawal documents. See the Exiting/Changing Over section for Secretary of State business closing requirements.

Mergers

When two or more business entities combine, or merge, a merger document must be filed with Secretary of State. The company or a representative of the company, such as an attorney, must prepare the merger documents. Visit the Secretary of State online to learn more information.

Franchises

Buying a franchise appeals to business owners seeking to enter into business by buying the rights to use the franchisor's existing business name and its products and/or services. If purchasing a franchise, you must first register your business as one of the business structures which can form in the state. Once registered, you must then register the purchased franchise name as a trade name (dba) under your existing business registration. You must include with the trade name (dba) registration:

 
  • a copy of the first page of the franchise agreement identifying the two parties in the agreement, and
  • a copy of the signature page(s) evidencing the parties' signed franchise agreement.
You must also register the franchise with the State Tax Department.

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State Tax Department

Before engaging in business in the State of West Virginia, nearly all businesses must obtain a business registration certificate through the State Tax Department. These activities include purchasing an existing business, merging, and franchising. Some information that may be helpful:

Purchasing an Existing Business

  • If the business will continue in its current form, and no new addresses or locations are contemplated, no change to the business registration certificate is necessary. Contact the Tax Department at (304) 558-3333 to inform the agency of the new contact information. A new power of attorney form for the contact will need to be filed.  

  • If the address is changing, but no change in the current form of the business, the registration certificate must be reissued with the new address of the business. Please file form BRT-801A to update the business name and location.

  • If a new business form is taking the place of the previous business as a successor, the successor business will have to file an application for Business Registration through the State’s online One Stop Business Portal.

Mergers

In a merger, if the surviving entity already had a business registration certificate, no new certificate is necessary for the entity. However, each acquired business location must be registered under the surviving entity. A new business registration application will be necessary for each such business location.  
 

Franchises

Generally, the opening of a franchise will constitute sufficient business to require a business registration certificate.  If a business is already registered, but has acquired a new franchise with a new location, a new business registration application will be necessary for each such business location.  
 

 

West Virginia Division of Labor LogoDivision of Labor

Change In Ownership - Contractor New Application Required 

When a contracting business licensed with the West Virginia Division of Labor changes its legal owner(s) and is issued a new business registration certificate, that business is required to submit a new contractor license application to the Division of Labor. Learn more information by visiting the WV Division of Labor Licensing section. Email Licensing@wv.gov or call (304) 558-7890 for further assistance.

 

WorkForce West Virginia LogoWorkForce West Virginia

Transfer of Business

When an employer acquires the entire organization, trade or business, or substantially all the assets of another employer and so notifies the Unemployment Compensation Division, a transfer of experience records is made. The acquiring employer's contribution rate for the remainder of the calendar year is not affected by the transfer. However, that employer's rate for the succeeding calendar year is based on the combined experience of the two accounts as of July 31 of the year in which the transfer occurred. 

If the predecessor is delinquent in the payment of contributions or interest, the acquiring employer assumes the responsibility for payment of the delinquent contributions or interest. The benefit and contribution experience records of the predecessor will be transferred to the successor.

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