Form Lp-2 - West Virginia Statement Of Registration Of Foreign Limited Partnership
ADVERTISEMENT
1
2
3
4
5INFORMATION AND INSTRUCTIONS FOR FILING
STATEMENT OF REGISTRATION OF FOREIGN LIMITED PARTNERSHIP
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 co-owners of a
business for profit” according to WV Code §47B-2-2. A general partnership can exist without any registration,
and even without specific intend 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 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 or partners, events causing
dissolution and other matters. Before filing the partnership certificate or registration, read the provisions of
WV 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. 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 Department
of Tax & Revenue before doing business. Those with employees must register with Employment Security and
Workers 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 Secretary of
State’s office due by close of business June 30. Every domestic and foreign limited partnership must pay the
$25 annual report fee to avoid a late fee penalty and possible administrative dissolution or revocation.
Form LP-2
Issued by the Office of the Secretary of State
Revised 8/13
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Legal