General Requirements

Unless otherwise specified, limited partnership change filings require:

• One copy with original signatures.
• The signature of one general partner.
• The current record must reflect the same general partners who sign, or the company record will have to be updated with an officer change.  Write business@wvsos.com for procedures if the listed officers 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 articles or statement of registration.

Fee:	$25 per amendment

Filing:

WV Amendment -- Prepare a Certificate of Amendment giving the name of the limited partnership, the date of the amendment, the text of the amendment.  The amendment must be signed by one general partner, but if a new general partner is admitted by the amendment, that new partner's signature is also required.  See WV Code §47-9-9 for more details.

Foreign Amendment -- File a certificate of amendment.  See WV Code §47-9-52.

Restatement 

A restatement may be filed when the amendments are so extensive it is simpler to restate the entire certificate.  

Fee:  	$25

Filing:

File a restatement in the same manner as filing an amendment.  See WV Code §47-9-9.

Conversion

A limited partnership may convert to a general partnership.  The conversion is effective upon the cancellation of the limited partnership.  See WV Code §47B-9-3.

Merger

The provisions for mergers of limited partnerships are found in the Uniform Partnership Act, 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 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 partnership:

• One original copy of the statement of merger signed by at least one general 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 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.

Cancellation

A cancellation of the certificate of limited partnership is filed upon dissolution and the beginning of winding up business.   Also, if no limited partners remain in the partnership, the certificate should be cancelled.

The Secretary of State may not issue a Certificate of Dissolution or Withdrawal until the State Tax Department and the divisions of Employment Security and Worker's Compensation all sign off that taxes and other employer obligations are paid and reports filed.

Fee:   $25 

Filing:   

WV:  The Certificate of Cancellation must include the name of the limited partnership, the date of filing of the original certificate, the reason for cancellation and the effective date of cancellation, if it is other than the filing date.  This certificate must be signed by all general partners.  See WV Code §§47-9-10 & 11.

Foreign:  File a certificate of cancellation signed by one general partner.  See WV Code §47-9-53.

Annual Report 

Limited partnerships are subject to the same annual report requirements as corporations.  The forms for annual reports will be mailed in May by the State Tax Department to the principle office address of the limited partnership.

It is the company's responsibility to maintain current address records at both the Secretary of State and the State Tax Department to assure that mail can be received.

If the annual report form is not received by early June, contact the Tax Department at (304) 558-3333.  The filing is due July 1 each year.

A part of the annual filing is the payment of the attorney-in-fact fee, which is $25.  

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.