Rev. 6/15Issued by the Office of the Secretary of StateForm LP-1
INFORMATION AND INSTRUCTIONS FOR FILING CERTIFICATE OF 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 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 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 the close of business
July 1. 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.
COMPLETING THE WEST VIRGINIA CERTIFICATE OF LIMITED PARTNERSHIP APPLICATION
Section 1. The name of the limited partnership:
a. may not 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.
b. may not be the same and must be distinguishable from any other business entity which has been reserved or filed; and
c. 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.
Section 2. List the principal office of the limited partnership.
Section 3. Please be sure the address includes an address necessary to receive mail.
Section 4. A limited partnership is required to maintain continuously an office within the State, which need not be its place of business. WV
Code §47-9-5 lists the records which are required to be kept there. Those include 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. Consult the
law for specifics.
