10. The general character (purpose) of the business in which the partnership engages is:
Natalie E. Tennant
West Virginia Secretary of State
1900 Kanawha Blvd. East
Bldg. 1, Suite 157-K
Charleston, WV 25305
Penney Barker, Manager
Business & Licensing Division
Tel: (304)558-8000
Fax: (304)558-8381
Website: www.wvsos.com
E-mail: business@wvsos.com
Office Hours: Monday - Friday
8:30 a.m. - 5:00 p.m. EST
FILE ONE ORIGINAL
(Two if you want a filed stamped
copy returned to you.)
FILING FEE:
WEST VIRGINIA
STATEMENT OF REGISTRATION
OF FOREIGN LIMITED PARTNERSHIP
$150
* Fee Waived for Veteran-owned organization
Control #
Form LP-2
Issued by the Office of the Secretary of State
Rev.02/16
We, the undersigned, hereby register a foreign Limited Partnership according to the provisions of West Virginia Code §47-9.
1.
The name of the limited partnership in its home State is:
Street:
City: State: Zip Code:
5. The name and mailing address to
whom notice for service of process is
to be sent, if any, is:
City:
Street:
Name:
CHECK HERE 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 formation 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 incorporation.
4. The address of office required to be
maintained in its home State, or, if
not required, the address of its
principal office:
2. The name of the limited partnership to be used in West
Virginia, if different from above, is:
Date of Original Formation:
Home State:
3. The limited partnership was formed
under the laws of:
8. Website address of the business, if any (ex: yourdomainname.com):
7. E-mail address where business correspondence may be received:
Zip Code:State:City:
Street:
6. The address of the office at which is
kept a list of all names and addresses
of the limited partners and their
capital contributions is:
Zip Code:State:
b. Located in how many West Virginia counties? If "Yes"... a. How many businesses?
Yes No Decline to answer
* Answer a. and b. below.
9. Do you own or operate more than one
business in West Virginia?
11. The name(s) and business address(es) of each general partner is (information is required for each general partner; attach
additional pages if necessary - DO NOT list "limited partners.") :
Name Mailing Address City State Zip Code
a)
b)
c)
d)
Rev. 02/16Issued by the Office of the Secretary of StateForm LP-2
WEST VIRGINIA STATEMENT OF REGISTRATION OF FOREIGN LIMITED PARTNERSHIP
Page 2
Name of Partner (Type or Print) Signature* Date
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 §47-9, and that the information
contained in this application is true, to the best of my knowledge.
Phone:
a. Contact person to reach in case there is a problem with filing:
13. Contact and Signature Information* (Must be signed by every general partner per West Virginia Code §47-9-11
):
*Important Legal Notice Regarding Signature: Per West Virginia Code §31D-1-129. Penalty for signing false document. Any person
who signs a document he or she knows is false in any material respect and knows that the document is to be delivered to the secretary of state for
filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than one thousand dollars or confined in the county or
regional jail not more than one year, or both.
Important Note: This form is a public document. Please do NOT provide any personal identifiable information on this form such as social
security number, bank account numbers, credit card numbers, tax identification or driver's license numbers.
12. Is the organization a "veteran-owned" organization?
Per WV Code 59-1-2(j) effective July 1, 2015, the registration fee is waived for entities that meet the requirements as a "veteran-owned"
organization. See attached instructions to determine if the organization qualifies for this waiver. In addition, a "veteran-owned" entity will
have four (4) consecutive years of Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m)].
National Personnel Records Center
Military Personnel Records
1 Archives Drive
St. Louis, MO 63138
Toll free: 1-86-NARA-NARA or 1-866-272-6272
Phone: 314-801-0800
www.archives.gov/veterans/military-service-records
You may obtain a copy
of your Veterans Affairs
Form DD214 by
contacting:
Yes (If "Yes," attach Form DD214)
No
CHECK BOX indicating you have attached Veteran Affairs Form DD214
Effective JULY 1, 2015, to meet the requirements for a “veteran-owned” organization, the entity filing the registration must meet
the following criteria per West Virginia Code §59-1-2a:
1. A “veteran” must be honorably discharged or under honorable conditions, and
2. A “veteran-owned business” means a business that meets one of the following criteria:
o Is at least fifty-one percent (51%) unconditionally owned by one or more veterans; or
o In the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally owned by one or
more veterans.
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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.
Rev. 02/16Issued by the Office of the Secretary of StateForm LP-2
Section 5. A limited partnership may wish to maintain a person (agent) to whom notice of process may be mailed. If the agent changes, you must
notify the Secretary of State of such change.
Section 6. List the total number of employees employed by the organization. DO NOT include officers (President, Vice-President, Secretary,
Treasurer and/or Directors).
Section 7. List an e-mail address (yourname@domainname.com) where you can receive important e-mail notifications (e.g., Annual Report
notices).
Section 8. List the website address (domainname.com) of the business, if any. DO NOT list a physical mailing address.
Section 9. Indicate whether or not you own or operate more than one business in West Virginia. If “Yes"...
a. List the total number of businesses in West Virginia in the space provided.
b. List the total number of counties in West Virginia in which the businesses conduct operations.
Section 10. Provide a brief description of the type of business in which the partnership engages in the State.
Section 11. The names and addresses of all general partners are required by law. DO NOT list limited partners here.
Section 12. Check the appropriate box indicating whether or not the organization is "veteran-owned." Effective JULY 1, 2015, the
following criteria must be met in order to qualify as a "veteran-owned" entity: (1) veteran must be "honorably discharged or under honorable
conditions;" and (2) if a publicly-owned entity, at least fifty-one per cent (51%) of the stock must be unconditionally owned by one or more veterans
[see WV Code 59-1-2a(12)-(13)(A)(B)
]. If "Yes," you must provide proof of veteran status by including with this application a copy of your
Veteran Affairs Form DD214.
Section 13. THE SIGNATURE OF EACH GENERAL PARTNER IS REQUIRED. Listing a contact person and phone number is optional,
however, listing a contact in case of a problem with filing may help avoid possible rejection of the document.
ANNUAL REPORT NOTICE:
West Virginia Code 59-1-2a. requires every limited partnership (both for profit and non-profit) to file an annual report and pay the
annual report filing fee between January 1 and July 1 of each year following the calendar year in which the business was registered with the
Office of the Secretary of State. The $25 annual report fee is waived for Veteran-owned entities for the following four (4) years after initial
formation [see West Virginia Code 59-1-2a(m)]. Failure to file may result in revocation of the organization's legal authority to transact business
in the state. Notification of the filing requirement will be sent, but the company is responsible for filing the annual report as required by West
Virginia Code. You may file the annual report online at www.business4wv.com. You must register a User Account Login ID and Password to
create a personal “Filing Cabinet” to file the annual report.
FILING THE APPLICATION - ONE ORIGINAL REQUIRED - AND PAYING THE FEE
Send an additional original if you want a filed date-stamped copy returned to you at no additional cost.
The filing fee will consist of paying an initial registration fee. If requesting a certified copy, an additional fee of $15 per certified copy is required.
Registration fee - $150
* Veteran-owned entity registration FEE WAIVED - $0
Registration fee* ____________ [Registration fee is waived for "veteran-owned" entity effective July 1, 2015 per WV
Code 59-1-2(j); Be sure to attach the veteran proof of status Veteran Affairs Form
DD214 when claiming "veteran-owned" status.]
$15 per certified copy: +____________
Total fee: =____________
**** Make your checks payable to West Virginia Secretary of State. ****
TEXT ALERTS: Stay up-to-date regarding filing deadlines and changes to business, charity, notary, private investigation, and security guard laws. To
sign up, go to www. wvsos.com and click on the Business and Licensing category link. On the Business and Licensing page, scroll down and click on
the Click Here To Sign Up For Text Alerts From The West Virginia Secretary Of State's Office link. Next, under the heading, “Choose SMS
Subscription,” click the down arrow and select “Business and Licensing.” Then enter your ten-digit mobile phone number and your cellular carrier. Click
Subscribe. This will allow you to get important information delivered right to your mobile phone. Please note, standard text messaging rates apply and
you may unsubscribe at any time.
CHARITABLE REGISTRATION: If your company receives contributions, donations or grants, registration as a charitable organization may be
required. Contact our office for more information or visit our website at www.wvsos.com.
CANCELLATION: A limited partnership is a legal entity which can only be dissolved through formal action by filing the necessary documents for
cancellation - not by a letter or phone call. You remain liable for all taxes, assessments, fines, penalties and interest until you receive a certificate of
cancellation from the Secretary of State. Contact us for more information.