General Requirements

Unless otherwise specified, limited partnership change filings require:

• One copy with original signature.
• The signature of one partner authorized to make filings.
• The current record must reflect the same partners who sign, or the company record will have to be updated with a change of partners authorized to sign.  Write business@wvsos.com for procedures if the listed partners are no longer available to sign the transfer of authority.

Trade Name Registration

See Trade Names for details and forms for registration of a trade name for use in West Virginia.

Amendment / Name Change

An amendment may be used to change a company name or alter basic elements of the original statement of registration.

Fee:	$25 per amendment

Filing:

WV Amendment -- Prepare an amendment that names the partnership, identifies the statement, and states the substance of the amendment.  The amendment must be signed by at least two partners.  See WV Code §47B-1-1(13) and 47B-1-5. 

Foreign Amendment -- File a certified copy of the amendment filed in the home state.  See WV Code §47B-1-5(a).

Restatement 

The law makes no specific provision for restatements.  See amendment. 

Merger

The provisions for mergers of limited liability partnerships are those of general partnerships, WV Code §47B-9-5 through 7.  The filing requirements vary for different mergers between corporations and other entities.  If not all the parties to a merger are limited liability partnerships or partnerships, it is important to review the law for those entities as well.

Fee:  $25 for two companies merging, plus $15 for each additional WV company and $5 for each additional foreign company.

Filing:

If survivor is WV limited liability partnership:

• One original copy of the statement of merger signed by at least one partner must be filed.
• If the merger changes the survivor's name, an amendment to the survivor's articles must also be filed.

If the survivor is a foreign limited liability partnership:

• The home state merger should be completed first.  
• Then, the a certified copy of the home state statement of merger is filed in West Virginia. 
• If the survivor's articles are amended in the home state as a result of the merger, a foreign amendment should also be filed.
• If the survivor intends to do business in West Virginia and is not already qualified, the survivor files an application for registration.

Withdrawal

Fee:   $25 

Filing:   

WV:  Prepare a statement of withdrawal stating the name of the limited liability partnership and that the partnership has dissolved and is winding up its business.  This certificate must be signed by one partner.  See WV Code §§47B-1-5 & 47B-10-1.

Foreign:  File a statement of withdrawal signed by one partner.  See WV Code §§47B-1-5 & 47B-10-1.

Renewal or Reregistration 

West Virginia limited liability partnerships are required to file an annual renewal.  Foreign limited liability partnerships must register every two years.  The renewal or re-registration due date depends on the original registration date of the company.  Failure to renew may result in administrative dissolution for the domestic LLP.  A foreign LLP is automatically terminated at the end of the two year term.

WV -- File a statement of any material changes in the original statement of registration and pay the required $500 fee.

Foreign -- Follow the procedures for initial registration.

Change of Officers, Agent of Process or Address 

For your own security and convenience, it is important to keep your company record current.  The inability to respond promptly to a lawsuit or to file amendments and other documents because of inaccurate information on your record will only hurt your company.

Fee:  $15 per filing (may include multiple changes)

Filing:

Check your company record on the Business Organizations Data System for accuracy.  If you find outdated information, use our convenient form to file changes of officers, agent of process and addresses.  Staff may correct errors and spellings without a filing, but the change of a name from one person to another or of an address from one place to another  requires a change to be filed.