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WV Code § 47B-8-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-2. Partnership Continued After Dissolution

(a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated.In that event:(1) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and(2) The rights of a third party accruing under subdivision (1), section four, article eight of this chapter or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
WV Code § 47B-8-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-3. Right to Wind Up Partnership Business

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the circuit court or judge thereof in vacation, for good cause shown, may order judicial supervision of the winding up.(b) The legal representative of the last surviving partner may wind up a partnership's business.(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section seven, article eight of this chapter, settle disputes by mediation or arbitration, and perform other necessary acts.
WV Code § 47B-8-4 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-4. Partner's Power to Bind Partnership After Dissolution

Subject to section five, article eight of this chapter, a partnership is bound by a partner's act after dissolution that:(1) Is appropriate for winding up the partnership business; or(2) Would have bound the partnership under section one, article three of this chapter before dissolution, if the other party to the transaction did not have notice of the dissolution.
WV Code § 47B-8-5 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-5. Statement of Dissolution

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection (d), section three, article three of this chapter and is a limitation on authority for the purposes of subsection (e), section three, article three of this chapter.(c) For the purposes of section one, article three and section four, article eight, both of this chapter, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections (d) and (e), section three, article three of this chapter in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
WV Code § 47B-8-6 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-6. Partner's Liability to Other Partners After Dissolution

(a) Except as otherwise provided in subsection (b) of this section, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section four of this article for which such partner is personally liable under section six, article three of this chapter.(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under subsection (2), section four of this article by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
WV Code § 47B-8-7 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-7. Settlement of Accounts and Contributions Among Partners

(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b) of this section.(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account that is attributable to an obligation for which such partner is personally liable under section six, article three of this chapter.(c) If a partner fails or is not obligated to contribute, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy any partnership obligations for which such partner is personally liable under section six, article three of this chapter. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations, to the extent such contributions are made on account of obligations for which the other partners are liable under said section.(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations for which such partner is personally liable under section six, article three of this chapter and that were not known at the time of settlement.(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsection (b) of this section.(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership under subsection (b) of this section.
WV Code § 47B-9-1 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-1. Definitions

In this article:(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.(2) "Limited partner" means a limited partner in a limited partnership.(3) "Limited partnership" means a limited partnership created under section one, et seq., article nine, chapter forty-seven of this code, predecessor law, or comparable law of another jurisdiction.(4) "Partner" includes both a general partner and a limited partner.
WV Code § 47B-9-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-2. Conversion of Partnership to Limited Partnership

(a) A partnership may be converted to a limited partnership pursuant to this section.(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:(1) A statement that the partnership was converted to a limited partnership from a partnership;(2) Its former name; and(3) A statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect for which the partner is personally liable under section six, article three of this chapter. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect for which a general partner would be personally liable under said section. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in sections one et seq., article nine, chapter forty-seven of this code.
WV Code § 47B-9-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-3. Conversion of Limited Partnership to Partnership

(a) A limited partnership may be converted to a partnership pursuant to this section.(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.(d) The conversion takes effect when the certificate of limited partnership is canceled.(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The partner is liable as a general partner for an obligation of the partnership for which the partner is personally liable under section six, article three of this chapter incurred after the conversion takes effect.
WV Code § 47B-9-4 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-4. Effect of Conversion; Entity Unchanged

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(b) When a conversion takes effect:(1) All property owned by the converting partnership or limited partnership remains vested in the converted entity;(2) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and(3) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
WV Code § 47B-9-5 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-5. Merger of Partnerships

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships.(b) The plan of merger must set forth:(1) The name of each partnership or limited partnership that is a party to the merger;(2) The name of the surviving entity into which the other partnerships or limited partnerships will merge;(3) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;(4) The terms and conditions of the merger;(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property, in whole or part; and(6) The street address of the surviving entity's chief executive office.(c) The plan of merger must be approved:(1) In the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and(2) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.(e) The merger takes effect on the later of:(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or(3) Any effective date specified in the plan of merger.
WV Code § 47B-9-7 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-7. Statement of Merger

(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.(b) A statement of merger must contain:(1) The name of each partnership or limited partnership that is a party to the merger;(2) The name of the surviving entity into which the other partnerships or limited partnership were merged;(3) The street address of the surviving entity's chief executive office and of an office in this state, if any; and(4) Whether the surviving entity is a partnership or a limited partnership.(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section two, article three of this chapter, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.(d) For the purposes of section two, article three of this chapter, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c), section five, article one of this chapter, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
WV Code § 47B-9-8 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 9. Conversions and Mergers|§47B-9-8. Nonexclusive

This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
WV Code § 47B-10-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 10. Limited Liability Partnerships|§47B-10-2. Effect of Registration; Entity Unchanged

(a) A partnership that has registered pursuant to this article is for all purposes the same partnership that existed before the registration.(b) When registration takes effect:(1) All property owned by the registering partnership remains vested in the registered partnership;(2) All obligations of the registering partnership continue as obligations of the registered partnership; and(3) An action or proceeding pending against the registering partnership may be continued as if the registration had not occurred.
WV Code § 47B-10-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 10. Limited Liability Partnerships|§47B-10-3. Name of Registered Limited Liability Partnership

The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.
WV Code § 47B-10-4 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 10. Limited Liability Partnerships|§47B-10-4. Applicability of Article to Foreign and Interstate Commerce

(a) A registered limited liability partnership formed under this article may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.(b) It is the intent of the Legislature that the legal existence of registered limited liability partnerships formed under this article be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships doing business outside this state be granted the protection of full faith and credit under the Constitution of the United States.(c) Notwithstanding section six, article one of this chapter, the internal affairs of registered limited liability partnerships formed under this article, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of this state.(d) Before transacting business in this state, a foreign registered limited liability partnership shall:(1) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged; and(2) File a notice with the Secretary of State, stating the name of the partnership or if its name is unavailable for use in this state, a limited partnership name that satisfies the requirements of section four-e of this article, including a copy of the resolution of its partners adopting the fictitious name; the address of its principal office; the address of a registered office and the name and address of a registered agent for service of process, if any; an e-mail address to where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply; a brief statement of the business in which the partnership engages; the name and address of each partner authorized to execute instruments on behalf of the partnership and any other matters that the partnership determines to include; and a brief statement of the business in which the partnership engages. Such notice shall be effective for two years from the date of filing, after which time the partnership shall file a new notice. (e) The name of a foreign registered limited liability partnership doing business in this state shall contain the words "Registered Limited Liability Partnership" or the abbreviation "L.L.P." or "LLP" as the last words or letters of its name.(f) Notwithstanding section six, article one of this chapter, the internal affairs of foreign registered limited liability partnerships, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of the jurisdiction in which the foreign registered limited liability partnership is registered.
WV Code § 47B-10-5 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 10. Limited Liability Partnerships|§47B-10-5. Insurance or Financial Responsibility of Registered Limited Liability Partnerships

(a) A registered limited liability partnership, and any foreign limited liability partnership transacting business in this state, shall carry at all times at least $1 million of liability insurance of a kind that is designed to cover the kinds of omissions, negligence, wrongful acts, misconduct and malpractice for which liability is limited by subsection (c), section six, article three of this chapter and which insures the partnership and its partners.(b) If, in any proceeding, compliance by a partnership with the requirements of subsection (a) of this section is disputed, that issue shall be determined by the court, and the burden of proof of compliance shall be on the person who claims the limitation of liability in subsection (c), section six, article three of this chapter.(c) If a registered limited liability partnership is in compliance with the requirements of subsection (a) of this section, the requirements of this section shall not be admissible or in any way be made known to a jury in determining an issue of liability for or extent of the obligation or damages in question.(d) A registered limited liability partnership is considered to be in compliance with subsection (a) of this section if the partnership provides $1 million of funds specifically designated and segregated for the satisfaction of judgments against the partnership or its partners based on the kinds of omissions, negligence, wrongful acts, misconduct and malpractice for which liability is limited by subsection (c), section six, article three of this chapter, by:(1) Deposit in trust or in bank escrow of cash, bank certificates of deposit or United States Treasury obligations; or(2) A bank letter of credit or insurance company bond.(e) Any policy or contract of liability insurance providing coverage for liability as described in this section shall be read so as to contain a provision or endorsement whereby the company issuing such policy waives or agrees not to assert as a defense on behalf of the policyholder or any beneficiary thereof, to any claim covered by the terms of such policy within the policy limits, the immunity from liability of the insured granted by the provisions of this chapter.
WV Code § 47B-11-1 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 11. Miscellaneous Provisions|§47B-11-1. Uniformity of Application and Construction

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
WV Code § 47B-11-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 11. Miscellaneous Provisions|§47B-11-2. Short Title

This chapter may be cited as the "Uniform Partnership Act".