A Foreign Limited Partnership Registering in West Virginia

A limited partnership is foreign in West Virginia when its home is anywhere else, whether another state or another country. Registering does not create a second partnership or rewrite the partnership agreement. Section 47-9-48 of the Code leaves organization, internal affairs and the liability of limited partners to home law, and it forbids refusing a registration only because the home act reads differently from West Virginia's.

The relevant statute is Article 9 of Chapter 47, the state's Uniform Limited Partnership Act, and its foreign provisions run from 47-9-48 to 47-9-55. Paperwork goes to the Secretary of State's Business and Licensing Division in Charleston. The state's own word for the filing is a statement of registration.

Section 47-9-49 puts the duty up front: before any business is transacted in West Virginia, the foreign limited partnership must register. The act never defines transacting business, and it gives no list of activities that stop short of it. Corporation and LLC statutes elsewhere in the Code carry such lists, but a partnership cannot assume they apply to it.

The closest text is 47-9-4, written about service of process. It treats a foreign partnership as doing business here if it signs a contract that will be performed at least partly in the state, commits a tort here, or supplies a defective product that injures someone or something in West Virginia. The section's purpose is to decide which partnerships the Secretary of State can be served for, yet it shows how low the state sets the bar.

Land and passive stakes

Plenty of limited partnerships exist only to hold real estate or an interest in another business. The statute does not say whether owning West Virginia land or equipment is transacting business, so no safe harbor is available. If the partnership owns property here and does little else, ask a West Virginia lawyer; what the partnership does with the property will drive the answer.

The Secretary of State accepts the registration online through the One Stop Business Portal or on paper. On paper, a single original is enough, and a second original gets you a stamped copy back. The fee is $150, and a partnership owned by qualifying military service members can claim a waiver by attaching proof of service. Standard handling takes five to ten business days. Same-day or next-day handling is $25 extra, two-hour handling $250 and one-hour handling $500.

A general partner has to sign and swear to the application (47-9-49(a)). The form wants:

• The partnership's home-state name, and a different West Virginia name if one is needed
• The state and date of formation
• Where the home state requires an office, its address; otherwise the principal office
• Each general partner's name and business address
• The place where the limited-partner list and capital contributions are kept, with an undertaking to preserve those records for as long as the West Virginia registration lasts
• The name and address of an agent for process, should the partnership name one
• An e-mail address for state notices, a description of the business, and whether the military-ownership waiver applies

If something in the application was wrong when filed, or the facts later change, a general partner promptly files a sworn correcting certificate under 47-9-52. A professional partnership, for example in law or accounting, must also attach Form VOE signed by its professional licensing board.

West Virginia wants proof from home, and it is firm about it. Under 47-9-49(b), the partnership has to submit a certificate of existence, or something comparable, vouched for by whoever has custody of its filings at home. Form LP-2 turns that into a box to tick: a certificate of existence (good standing) issued during the current tax year is enclosed.

The test is the tax year, not a number of days, so a certificate pulled in January works until the year ends. Order it from the home filing office; West Virginia does not do it for you. Check that the partnership is current at home first, since a home state declines to certify a partnership that has missed its own reports.

The West Virginia name must end in "Limited Partnership," "LP" or "L.P.," must stay distinguishable from names already registered, and may carry a limited partner's name only if that person also serves as a general partner. When the home name cannot be used here, the general partners sign a resolution picking a substitute for use in West Virginia and attach it.

An agent is optional

Both the form and the statute mention an agent for service of process only "if any," and neither sets qualifications for who it can be. A partnership that names no one is served through the Secretary of State, who mails the papers to the person last designated or, failing that, to the principal office. Replacing a named agent later means telling the Secretary of State.

Each registered limited partnership owes an annual report and a $25 fee by June 30 (the form's notes say July 1, but the statute sets June 30). A late report adds $50. After five consecutive timely years, a partnership in good standing may move to a biennial report at $50, with a $100 charge if one is missed.

The Secretary of State can revoke a foreign partnership's authority after sixty days' written notice to its principal office if fees go unpaid, a report runs more than sixty days late, or an agent change is never filed. Reinstatement is open for two years and requires a Tax Commissioner certificate that taxes are paid.

Ending it

Leaving the state means filing a certificate of cancellation for $25; a general partner signs it. Cancelling does not stop the Secretary of State from receiving service of claims that arose from the partnership's West Virginia activity. Form LP-2's instructions add that the partnership remains liable for taxes, assessments, fines, penalties and interest until the cancellation certificate issues. Tax registration with the State Tax Department is separate from all of this.

Section 47-9-54 lists the consequences. Until it registers, a foreign limited partnership doing business in the state cannot bring a suit or other proceeding in a West Virginia court. Nothing the partnership signed becomes void, and nothing stops it from answering a lawsuit filed against it.

Limited partners are protected as well: nobody becomes a general partner by operation of law merely because the partnership operated here unregistered. Unregistered activity here has a side effect: the Secretary of State becomes the partnership's recipient for lawsuits tied to that activity. Under 47-9-55, the Attorney General may sue for an order stopping a foreign partnership from violating the article. Article 9 sets no fixed penalty or late charge.

LLCs and for-profit corporations are what Mainstay Filing's registration service covers; limited partnerships fall outside it. A general partner or the partnership's attorney sends in Form LP-2 directly. The thing to buy from Mainstay Filing is the agent, at $149 per year, unchanged when it renews. The agent's West Virginia address is what you write in the agent box, and the state publishes it on the record.

A summons or other process reaching the agent turns up in your account as a scan within that business day, at no cost to you. Mainstay Filing also scans the first three letters you receive from any government agency in a year at no charge. When another agent already appears on the partnership's record, Mainstay Filing prepares the replacement filing for the Secretary of State and bills only the state's own charge. Nothing in the statute sets agent qualifications for a partnership, and Mainstay Filing's agent is a company. The West Virginia registered agent page has the details. Mainstay Filing is not a law firm.