Rev. 02/16Issued by the Office of the Secretary of State
INFORMATION AND INSTRUCTIONS FOR FILING
WEST VIRGINIA LIMITED LIABILITY PARTNERSHIP
The West Virginia Legislature adopted S.B. 325 in the 1996 legislative session, expanding partnership law in West Virginia to allow registered limited
liability partnerships, in addition to general partnerships and limited partnerships. The Act amends Chapter 47B of West Virginia Code.
What's the difference between a partnership and a limited liability partnership?
Registration - A “partnership” is “an association of two or more persons to carry on as co-owners 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 liability partnership, on the other hand, only by filing a Statement of registration with the Secretary of State.
Liability - In a general or limited 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 liability partnership, on the other hand, a partner is not personally liable for debts, obligations
and liabilities of the partnership, except for “the partner's own omissions, negligence, wrongful acts, misconduct or malpractice, or that of any person
under the partner's direct supervision and control.” [§47B-3-6(c) & (d)]
Insurance - A limited liability partnership is required to carry at all times at least one million dollars of liability insurance designed to cover the kinds of
omissions, negligence, wrongful acts, misconduct and malpractice for which liability is limited by §47B-10-5. This requirement can be met by
specifically designated and segregated deposits in trust or escrow or bank letter of credit or insurance company bond for the satisfaction of judgments
against the partnership.
What is the life of the limited liability partnership?
Although a general partnership does not have to be registered with the Secretary of State or a county recording office to do business, the continuing
authority to do business in West Virginia as a limited liability partnership depends on this registration and annual filing.
Domestic LLPs - An LLP formed under the laws of West Virginia may begin at the time the filing is accepted, or at a specific future date not more than
60 days after filing with the Office of Secretary of State. It will continue its existence until it is voluntarily withdrawn (by filing a Statement of
Withdrawal), or until it is administratively dissolved as a result of failure to pay the annual fee of $500. [§47B-10-1]
Foreign LLPs - An LLP formed under the laws of another state or country will continue its authority to do business in the State from the date the filing is
accepted for two years, at which time it may reregister.
What other filing requirements will there be?
Other Agencies - All forms of business obtain a business franchise certificate from Department of Tax & Revenue before doing business. Those with
employees register with Employment Security and Workers Compensation. Certain types of business require additional licenses or permits for certain
activities.
Annual Report - Each West Virginia LLP will be required to report annually any changes in the registration Statement, and pay an annual report fee of
$500. The Secretary of State will send forms and a notice of the fee. The annual report will be due by July 1 each year [see WV Codes 59-1-2a and
47B-10-1(e)].
COMPLETING THE LIMITED LIABILTY PARTNERSHIP REGISTRATION
1. A domestic West Virginia LLP only registers once and will check the first box. For a foreign (out-of-state) LLP, check the “Registers” box for
a first-time registration. Check the “Re-reregisters” box to renew (re-register) the foreign LLP. A Foreign LLP must "re-register" every two (2)
years to maintain its registration with Secretary of State.
2. The name of an LLP must include either the words “Registered Limited Liability Partnership” or the abbreviations, "L.L.P.” or “LLP”. We
encourage you to make sure that another business entity, such as a corporation, limited liability company or other partnership, has not already
organized under the same or a name that is not distinguishable from the name you wish to use by contacting our business division at
304-558-8000 and have the name checked for availability.
Since this form is used for both domestic (organized in West Virginia) and foreign (organized in another state or country) limited liability
partnerships, check the correct box and enter the state name if other than West Virginia.
3. In listing the principal office address of the LLP, be sure to include any address necessary to receive mail correspondence.
4. An LLP may maintain a registered office within the state of West Virginia. If applicable, enter the address here.
5. An LLP may maintain an agent of notice for service of process. If so, enter the agent's name and address. If the agent changes, you are
required to notify the Secretary of State of the change.
6. Enter a business e-mail address where e-mail correspondence from our office, such as Annual Report notices, may be
received, if any.
Form LLP-1
