A Foreign LLP Registering in West Virginia

A partnership organized as a limited liability partnership somewhere else is a foreign LLP here. The Secretary of State's form calls the filing a statement of registration, while the statute, W. Va. Code 47B-10-4(d), describes it as a notice that a foreign registered LLP must file before it begins transacting business in West Virginia. The same Form LLP-1 serves West Virginia LLPs and foreign LLPs; you tick the box that says the partnership registers a foreign (out-of-state) LLP.

Home law continues to rule how the partnership is run and how far partners answer for its debts (47B-10-4(f)). The partnership does not become a West Virginia entity by filing in Charleston. The filing puts the partnership's name, office and partners on the state's record and lets the partnership operate here under the notice.

The duty is stated in one sentence of 47B-10-4(d): before a foreign registered LLP transacts business in West Virginia, it files the notice. Nothing in the LLP article defines transacting business, and nothing lists activities that do not count. The Secretary of State's general guidance for out-of-state businesses is that they must register in order to transact business here.

That leaves a gap for partnerships that hold a lease, own property or serve a few clients across the border. The law neither places these things on a safe list nor names them as triggers, and the general rule is that doing real work in the state counts. For a close call, a West Virginia attorney can review the facts before you decide to skip the filing.

Insurance applies on its own terms

Section 47B-10-5 requires any foreign LLP transacting business in the state to carry at least $1 million of liability insurance of the kind that covers the errors, negligence, wrongful acts, misconduct and malpractice for which liability is limited. Segregated funds, a bank letter of credit or an insurance company bond can serve instead. The signer of Form LLP-1 affirms that the partnership meets this requirement.

The state's fee for a foreign LLP is $500, and it is the highest among West Virginia's foreign filings. The same form lists a $250 fee, but that figure is for forming a West Virginia LLP and does not apply to you. A waiver is available if qualifying military service members own the partnership, and expedited handling costs $25 for same-day or next-day, $250 for two hours and $500 for one hour on top of the filing fee. Standard processing takes five to ten business days. The Secretary of State recommends the One Stop Business Portal, and the paper form is also available.

The form collects:

• The partnership's name, which must close with LLP, L.L.P. or the full words Registered Limited Liability Partnership, and the jurisdiction that organized it
• The principal office address
• A West Virginia registered office, if the partnership has one
• An agent for service of process, if it has one
• An e-mail address for the state's reminders
• A short statement of the business, and the partners authorized to sign for the partnership
• A signature by an authorized partner affirming the insurance requirement

If the home-state name is unavailable in West Virginia, the statute allows a substitute name supported by a copy of the partners' resolution. A professional LLP, such as one practicing law or accounting, also attaches Form VOE from the board that licenses its profession.

Several of the state's other foreign filings require a good-standing certificate issued at home. This one does not. Form LLP-1 contains no certificate box, and its instructions never mention one. The statute lists what the notice must say, and a certificate is not among the items.

You should still make sure the partnership's LLP status at home is in order before you sign. The notice names the jurisdiction that organized the partnership, and home law governs its internal affairs. If the state ever asks for anything more, the Business and Licensing Division's number is (304) 558-8000.

The form and 47B-10-4(d) each treat the agent as something the partnership names only if it wants one ("if any"), and neither sets rules about who may serve. If an agent is named, the form requires the Secretary of State to be told whenever the agent changes.

How often to renew

The form and the statute give different answers. Form LLP-1's instructions say a foreign LLP files no annual report and instead re-registers every two years, paying $500 again, by ticking the "re-registers" box. Section 47B-10-4(d), however, says the notice is effective for one year, after which a new notice is filed, unless the partnership elects to file biennially under 47B-10-1(u). That election is open after five consecutive timely annual reports.

Because the two sources disagree, call the Secretary of State before you calendar the renewal, and ask which cycle applies to your partnership. Whichever cycle applies, the filing is the same form and, according to the form, the same $500.

Leaving West Virginia

The fee schedule in W. Va. Code 59-1-2 lists $25 for the withdrawal or cancellation of a limited liability partnership, and the Secretary of State's cancel page quotes a $25 filing fee plus a $1 online processing fee.

Unlike the corporation and limited partnership articles, the LLP article contains no provision that bars an unregistered foreign LLP from court, imposes a fine, or authorizes an injunction. On this point Article 10 gives a foreign LLP a filing duty and an insurance rule, and nothing more. That does not make skipping the notice safe, because the insurance requirement applies to any foreign LLP transacting business here, and home law remains the source of the partners' liability protection.

Other obligations do not wait for the notice. Form LLP-1's instructions say every form of business obtains a business franchise certificate from the Department of Tax and Revenue before doing business, and that businesses with employees register with Employment Security and Workers Compensation. Registration with the Secretary of State is one piece of that picture, and it costs $500.

Mainstay Filing's registration work covers LLCs and for-profit corporations only. The partnership therefore files Form LLP-1 itself, through an authorized partner or its attorney. What Mainstay Filing sells here is the agent: $149 a year, the same price on renewal. The agent's West Virginia address is what goes in the form's agent box, and it appears on the public record.

When the agent is served, you will find the document in your account that business day, scanned, and it costs you nothing. Mainstay Filing does the same for three pieces of government mail per year. If another agent is already listed for the partnership, Mainstay Filing submits the change and passes through only the state's charge. West Virginia sets no qualifications for an LLP's agent, and Mainstay Filing's agent is a company. The West Virginia registered agent page is the place for specifics on the agent service. Mainstay Filing is not a law firm.