West Virginia Franchise Forms - West Virginia Franchise Law

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West Virginia Franchise Forms FAQ

What is a franchise?

There is a definition of a franchise which has been developed by the Federal Trade Commission. Basically, a franchise involves an owner of a trademark, trade name and/or copyright giving others a license under certain conditions to use these trademarks, trade names or copyrights in providing goods or services to the public. The franchisor is the party who grants the franchise, and the franchisee is the party who receives the franchise.

What is the legal relationship between a franchisor and franchisee?

Technically, the relationship between a franchisor and franchisee is a relationship between two independent contractors. Their rights are determined by the franchise agreement. A franchise then is not a separate business entity, but is a business relationship between two separate business organizations such as a sole proprietorship, a corporation, or a partnership. The relationship between the franchisor and franchisee is controlled by the franchise contract. A corporation, sole proprietorship, or partnership may own the franchise contract or may be the entity entering into the franchise contract.

What laws govern franchises?

There are laws that restrict termination of some franchises. In some states, prior notice of termination is required. Owners of automobile dealership franchises are protected from termination of their dealerships in bad faith. This protection is provided by the Federal Automobile Dealers Franchise Act.

What are Articles of Incorporation?

Articles of incorporation are legal documents that establish and outline the creation and structure of a corporation. In Virginia, these articles must be filed with the State Corporation Commission, and they typically include important details such as the corporation's name, purpose, registered agent, and the number and type of shares it is authorized to issue. They are crucial because they define the corporation's rights, responsibilities, and the relationships between its shareholders, directors, and officers. The articles of incorporation serve as a foundation for the corporation and its operations, ensuring compliance with state laws and regulations.

What to Include in Articles of Incorporation

When writing the Articles of Incorporation in Virginia, there are several important things that need to be included. Firstly, you should clearly state the name of your corporation, making sure it is unique and doesn't conflict with any existing businesses. You should also include the purpose of your corporation, explaining the main activities it will engage in. Additionally, the document should include the names and addresses of the initial directors and the registered agent, who will receive legal documents on behalf of the corporation. It's important to mention the number of shares the corporation is authorized to issue, as well as the par value, if any. Finally, you need to sign and date the Articles of Incorporation, including the address of the person signing as well.

1. Full Name of Corporation

The corporation's full name is followed by the phrase "in Virginia."

2. Principal Place of Business

The principal place of business is the main location where a company operates and conducts its day-to-day activities. In the state of Virginia, this refers to the primary physical address or office where the company carries out its business operations. It is where the company's management team and key decision-makers are based. The principal place of business serves as the central hub for employees, clients, and stakeholders to interact and collaborate. In Virginia, it is important for businesses to establish a principal place of business to ensure legal compliance and maintain a physical presence within the state.

12. Limitation of Director’s Liability

In Virginia, directors of a company have a limitation on their liability. This means that they are not personally responsible for the company's debts and obligations. Instead, they are protected from being held personally liable for the company's financial losses or legal issues. This limitation of liability allows directors to make decisions without the fear of facing personal financial ruin. However, it is important to note that this protection has its limits. Directors can still be held accountable if they engage in fraudulent or illegal activities, such as misusing company funds or intentionally causing harm to the business or its stakeholders.