A business can be formed several different ways, such as a sole proprietorship, a limited partnership (LP), or a general partnership. An LP is composed of at least one general partner and one limited partner. General partners are the ones in charge of and wholly personally liable for the LP. Limited partners, on the other hand, are not involved in controlling the LP and, thus, are not personally liable for anything that the LP does. To formally create your LP, you have to register with the West Virginia Secretary of State.
West Virginia only allows companies become LPs if they are not involved in banking, brokerage, or insurance. There have to be at least two partners in an LP. At least one of these partners has to be a general partner, and at least one partner must be a limited partner. The name for the company has to include "Limited Partnership,” “Ltd. Partnership,” "L.P.", or "LP". West Virginia also requires the LP to have an office in the state to keep certain records, such as the names of the partners, the certificate given by the state, and a list of the names of the limited partners and how much they have financially given the LP.
West Virginia allows the paperwork for LPs to be completed online or printed out and mailed to the Office of the West Virginia Secretary of State. An LP created for the first time in the state of West Virginia, known as a domestic LP, needs to fill out a Certificate of Limited Partnership. To fill out this form, you will need to list:
- The name of the LP
- The LP’s main office address
- A mailing address for the LP if the mailing address is different
- The address of a records office located in West Virginia
- An email address
- The name and address of an agent that can be served if the LP has an agent
- The name(s) and address(es) of the general partner(s)
You will also be required to note if you have any other businesses in West Virginia and give a brief description of your LP. All of the LP’s general managers will need to sign the form. You also have the opportunity to include other information, such as if you are a veteran-run business.
An LP first created in another state now seeking to transact business in West Virginia, known as a foreign LP, is required to fill out a Statement of Limited Partnership – Foreign. This form requires the same information as the form necessary for registering a domestic LP. However, it also requires you to provide the LP’s new name if it plans to use a different name in West Virginia, the LP’s origination date, and a certificate of good standing from the original state.
Unlike the vast majority of states, West Virginia does not require LPs to have a registered agent, which is one less thing that an LP needs to worry about. If at veterans own least 51% of the LP, the initial registration fee for both domestic and foreign LPs is waived.
LPs have to file an annual report with the Secretary of State’s office every July 1st. The annual fee is $25, and you may have to pay more if you are late in filing. If you do not file the annual report on time, your LP may be dissolved.
Forming an LP requires you to fill out the proper paperwork and satisfy a number of other requirements. If you speak with a West Virginia business lawyer first, you will have a better chance of avoiding any mistakes that could place your company’s potential LP status at risk.