West Virginia > Secretary Of State > Business Organizations > Limited Liability Partnership
Statement Of Registration Of Domestic Or Foreign Limited Liability Partnership (Domestic) LLP-1 - West Virginia
| Statement Of Registration Of Domestic Or Foreign Limited Liability Partnership (Domestic) Form. This is a West Virginia form and can be used in Limited Liability Partnership Business Organizations Secretary Of State . |
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Natalie E. Tennant Secretary of State 1900 Kanawha Blvd E. Bldg 1, Suite 157-K Charleston, WV 25305 FILE ONE ORIGINAL (Two if you want a filed stamped copy returned to you) FEE: See fee schedule Penney Barker, Manager Corporations Division Tel: (304)558-8000 Fax: (304)558-8381 www.wvsos.com Hrs: 8:30 a.m. 5:00 p.m. ET STATEMENT OF REGISTRATION OF DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP Control # _____________ 1. The partnership hereby: registers a WV LLP registers a foreign LLP reregisters as a foreign LLP 2. The name of the limited liability partnership is: and is organized under the laws of: The address of its principal office is ______________________________________________________ West Virginia State of____________________ 3. _____________________________________________________ _____________________________________________________ 4. If the address given in #2 is not in WV the address of a registered office in this state is, if any: The name and address of the agent for service of process is, if any: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ 5. 6. 7. Business e-mail address where correspondence can be received: _____________________________________ The requested effective date of this registration is: (if specified, may not be more than 60 days after filing.) The business in which the partnership engages is: Date filing accepted Specified date of: _________________________________ _____________________________________________________ _____________________________________________________ 8. 9. Signature and contact information (To be signed by one or more partners) I, the undersigned, acting as authorized partner on behalf of the partnership, do hereby affirm that the partnership has determined to register as a limited liability partnership, that the partnership will, as required by West Virginia Code §47B-10-5, carry at all times at least one million dollars of liability insurance, and that the information contained in this application is true, to the best of my knowledge. Name Signature Date ____________________________ ____________________________ ________________________________ ____________________________ ____________________________ ________________________________ Contact Person: ____________________________________ Phone Number: _________________________ Form LLP-1 Issued by the Office of the Secretary of State Revised 02/12 American LegalNet, Inc. www.FormsWorkFlow.com INFORMATION AND INSTRUCTIONS FOR FILING WEST VIRGINIA LIMITED LIABILITY PARTNERSHIPS 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 company? 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 date not more than 60 days after filing. 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 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 WV LLP will be required to report annually any changes in the registration statement, and pay an annual fee of $500. The Secretary of State will send forms and a notice of the fee. The annual report will be due by June 30 each year. American LegalNet, Inc. www.FormsWorkFlow.com COMPLETING THE LIMITED LIABILTY PARTNERSHIP REGISTRATION 1. A West Virginia LLP only registers once and will check the first box. For an out-of-state LLP, check the "register" box for a first time registration, the "reregister" box to renew your status. 2. The name of an LLP must include either the words "Registered Limited Liability Partnership" or the ab
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