Rev.02/16Issued by the Office of the Secretary of StateForm LP-2
INFORMATION 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 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 limited partnership 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 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.
CHECK THE BOX to indicate you have obtained and submitted with this application a CERTIFICATE OF EXISTENCE (GOOD
STANDING), dated during the current tax year, from your home state of original organization as required to process your
application. The certificate may be obtained by contacting the Secretary of State's Office in the home state of original organization.
COMPLETING THE WEST VIRGINIA CERTIFICATE OF LIMITED PARTNERSHIP APPLICATION
Section 1. List the name of the limited partnership exactly as it is registered in its home State.
Section 2. 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:
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 3. Enter the home State and date on which the organization of the limited partnership was filed in that State.
Section 4. Please be sure the address includes any address necessary to receive mail.
