Form Lp-2 - West Virginia Statement Of Registration Of Foreign Limited Partnership - 2009

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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 partner-
ship 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

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