Free LP-2.pmd - West Virginia

INFORMATION and INSTRUCTIONS WEST VIRGINIA & FOREIGN LIMITED PARTNERSHIPS
The West Virginia Code Chapter 47, Article 9 governs the formation and operation of limited partnerships. Are any types of businesses prevented from operating as limited partnerships? West Virginia Code §47-9-6 precludes limited partnerships from carrying on the business of banking, brokerage or making insurance. Otherwise, they may engage in any business in which a partnership may engage. What's the difference between a partnership and a limited partnership? ..Registration.. A "partnership" is "an association of two or more persons to carry on as coowners a business for profit according to W. Va. Code §47B-2-2. A general partnership can exist without any registration, and even without specific intent of the partners to form a partnership. A partnership may become a limited partnership, on the other hand, only by filing with the Secretary of State a "Certificate of Limited Partnership" (for in-state companies) or a "Statement of Registration of Limited Partnership" (for out-of-state companies). A limited partnership consists of one or more general partners and one or more limited partners. The names of the general partners are required to be included in the certificate or statement, but the names of the limited partners are not. ..Liability.. In a general partnership, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. [§47B-3-6(a)] In a limited partnership, a limited partner is generally not liable for the obligations of the partnership unless "he is also a general partner or...takes part in the control of the business..." or "knowingly permits his name to be used in the name of the limited partnership." [§47-9-19] What is necessary to form a limited partnership? ...Partnership Agreement.. Although a written agreement is not required by law, it can be the most important legal document the partners have. Through the written agreement, partners can determine the partnership's rules relating to admission of partners, voting, rights and powers of partners, obligations for contributions, sharing of profits and losses, sharing of distributions, withdrawal of partners, events causing dissolution and other matters. Before filing the partnership certificate or registration, read the provisions of West Virginia Code Chapter 47, Article 9 or obtain legal advice about this agreement. Once all your filings are made, the limited partnership is "in business" and only the law and your agreement will govern how issues can be resolved. ..Filing with the Secretary of State.. A limited partnership must file with the Secretary of State either on standard forms or in a document which contains all of the required information laid out in approximately the same order as the form. An in-state company files a "Certificate of Limited Partnership," Form LP-1. An out-of-state limited partnership files a "Statement of Registration," Form LP-2 and must submit a "certificate of existence" duly authenticated by the Secretary of State of their organization.. The limited partnership will continue its existence in West Virginia until it is voluntarily dissolved or withdrawn through the proper filings. What other filing requirements will there be? ..Other Agencies.. All forms of business must obtain a business franchise certificate from the Dept. of Tax & Revenue before doing business. Those with employees must register with Employment Security and Worker's Compensation. Certain types of business require additional licenses or permits for certain activities. ..Annual Report.. Each limited partnership will be required to file an annual report with the WV Secretary of State providing any changes in the registration statement. Every foreign and domestic limited partnership must pay an annual report fee of $25.
Revised 1/09

COMPLETING THE STATEMENT OF REGISTRATION OF LIMITED PARTNERSHIP The number of each instruction below corresponds to the number on the application form. COMPLETE ALL SECTIONS. INCOMPLETE APPLICATIONS WILL BE RETURNED. 1. 2.
Give the name of the limited partnership exactly as it is registered in its home state. The name to be used in West Virginia may only be the same as the home state name if that name meets the requirements of West Virginia law and is available. The name may not: (1) contain the name of a limited partner unless the person or corporation is also a general partner, or unless the business has been carried on under the name before that limited partner was admitted; (2) may not be the same as and must be distinguishable from any other name which has been reserved or filed; and (3) may not include the word "engineer" or related words unless the purpose is to practice professional engineering and one or more of the partners is a registered professional engineer. Enter the state and date on which the organization of the limited partnership was filed in that state. Please be sure the address includes any address necessary to receive mail. A limited partnership may maintain an agent for service of process. The agent may be a resident of West Virginia, or a domestic corporation or foreign corporation registered to do business in this state. If the agent changes, you should notify the Secretary of State in writing of the change. Give a brief description of the business in which the partnership engages. The names and addresses of all general partners are required by law. Do not list limited partners here. A limited partnership may maintain an office within the state, which need not be its place of business in which partnership records are kept, such as lists of general and limited partners, copies of the certificate of limited partnership or amendment, any power of attorney, tax returns, partnership agreements, financial statements and other matters. 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 The statement of registration must include these affirmations. The verification must be signed by at least one general partner. FILING WITH THE SECRETARY OF STATE File the One completed application, along with a correct fee (see fee chart). Make check payable to "Secretary of State." Mail to the address on the application form. Fee for filing Limited Partnership Add $15 for each certified copy requested Excess acreage fee Amount enclosed, payable to Secretary of State $150 + + 5 cents for each acre over 10,000

3. 4. 5.

6 7. 8.

9.
10.

Revised 1/09

Natalie E. Tennant Secretary of State State Capitol Buidling 1900 Kanawha Blvd. East Charleston, WV 25305-0770 www.wvsos.com

WEST VIRGINIA STATEMENT OF REGISTRATION OF FOREIGN LIMITED PARTNERSHIP

Penney Barker, Manager Corporations Division Tel. (304) 558-8000 Fax (304) 558-8381 Hours: 8:30 am - 5:00 pm ET FILE One Application

We, the undersigned, hereby register a foreign Limited Partnership to do business in West Virginia.

1. The name of the limited partnership in its
home state is:

2. The name of the limited partnership to be
used in W.Va. (if different) is:

3. The limited partnership was organized
under laws of the: State of on
Date Organized

4.

The address of office required to be maintained in its home state, or, if not required, the address of its principal office is: (please include mailing address)

5. The name and address an agent for
service of process, if any, is:

6. The general character of the business in
which the partnership engages is:

7. The name and the business address of each general partner is:
(1) (2) (3) (4) (5) (6) (7)
Form LP-2 Issued by West Virginia Secretary of State Revised 1/09

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WEST VIRGINIA STATEMENT OF REGISTRATION OF FOREIGN LIMITED PARTNERSHIP

8. The address of the office at which is kept a
list of the names and addresses of the limited partners and their capital contributions is: [see instructions]

9.
10.

The number of acres of land it holds or expects to hold in West Virginia is:

As required by W. Va. Code §47-9-49(b), the foreign limited partnership shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the Secretary of State or other official having custody of the partnership records in the state or country under whose law it is organized.

VERIFICATION [To be signed by one or more partners] I, the undersigned, a general partner acting on behalf of the limited partnership, do hereby affirm that the partnership has determined to register as a foreign limited partnership under the provisions of West Virginia Code Chapter 47, Article 9, and that the information contained in this application is true, to the best of my knowledge.

Date

Name of Partner(Type or Print)

Signature

Contact person to reach in case there is a problem with filing: ________________________________________ Phone #___________________

RESET

Form LP-2

Issued by the WV Secretary of State

Revised 1/09