INFORMATION and INSTRUCTIONS FOREIGN 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 an LLP? ..Registration.. A "partnership" is "an association of two or more persons to carry on as co-owners a business for profit" according to W. Va. 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 supervison 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 partnership? 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 an 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 specified 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 It will continue its existence until it is voluntarily withdrawn (by filing a statement of withdrawal), or until it is administratively dissolved as a result of failure to pay the annual fee of $500.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 time it may reregister. What other filing requirements will there be? ..Other Agencies.. All forms of business obtain a business franchise certificate from the Dept. of Tax & Revenue before doing business. Those with employees register with Employment Security and Worker's 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 March 1 each year. American LegalNet, Inc. www.FormsWorkflow.com COMPLETING THE LIMITED LIABILITY PARTNERSHIP REGISTRATION The number of each instruction below corresponds to the number on the application form. A West Virginia LLP only registers once and will check the first box. For an out-of-state LLP, check the "regis1. ter" 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 abbreviations "L.L.P." or "LLP". We encourage you to make sure that another business entity, such as a corporation, limited liability company or other partnership, has not already organized under the same or a name that is not distinguishable from the name you wish to use by contacting our business division at 304-558-8000 and have the name checked for availability. Since this form is used for both domestic (organized in West Virginia) and foreign (organized in another state or country) limited liability partnerships, check the correct box and enter the state name if other than West Virginia. 3. In listing the principal office address of the LLP, be sure to include any address necessary to receive mail. 4. An LLP may maintain a registered office within the state. If so, enter the address here. 5. An LLP may maintain an agent for service of process. If so, enter that name and address. If the agent changes, you should notify the secretary of state in writing of the change. 6. The effective date of the registration will be the date the filing is accepted (it can only be accepted when the application is complete and the fee paid), unless the applicant specifies another date not more than 60 days later than the date of receipt. 7. The statement of registration is required to include a brief description of the business in which the partnership engages. 8. The partnership may include other matters in the registration statement by entering them on the reverse side of the form. 9. Enter the number of acres the company desires to hold in West Virginia. If your company holds more than 10,000 acres of land, you must submit a fee of 5¢ for each acre over 10,000. 10. Signature and Contact Information. Application must be signed by one or more partners. FILING WITH THE SECRETARY OF STATE File the completed application (send two if you want a stamped copy returned to you). Send the correct fee: West Virginia Domestic LLP Foreign LLP Excess acreage fee 1 year: 2 years: $250 $500 5 cents for each acre over 10,000 American LegalNet, Inc. www.FormsWorkflow.com Natalie E. Tennant Secretary of State State Capitol Bldg. 1900 Kanawha Blvd. East Charleston, WV 25305-0770 Penney Barker, Manager Corporations Division Tel. (304) 558-8000 Fax (304) 558-8381 Hours: 8:30 am - 5:00 pm ET STATEMENT OF REGISTRATION OF DOMESTIC OR FOREIGN l LIMITED LIABILITY PARTNERSHIP 1. The partnership hereby: registers a W.Va. LLP registers a foreign LLP reregisters a foreign LLP 2. The name of the limited liability partnership is: [see instructions for requirements] and is organized under laws of the state of: West Virginia State of 3. The address of its principal office is: (please include mailing address) 4. If address given in #3 is not in W. Va., the address of a registered office in this state is, if any: 5. The name and address of the agent for service of process, if any 6. The requested effective date of this registration is: [If specified, may not be more than 60 days after filing.] Date filing accepted Specified date of: 7. The business in which the partnership engages is: 8. Use reverse side to include other matters in the statement of registration. 9. The number of acres of land it holds or expects to hold in West Virginia is: 10. 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. Date Name of Person Signing (Type or Print) Signature Date Name of Person Signing (Type or Print) Signature Contact Person: Phone # FORM LLP-2 Issued by the WV, Secretary of State 1/09 American LegalNet, Inc. www.FormsWorkflow.com