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WV Code § 47-9-14 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-14. Liability for False Statement in Certificate

If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:(1) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and(2) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under section twelve of this article.
WV Code § 47-9-15 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-15. Notice

The fact that a certificate of limited partnership is on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
WV Code § 47-9-16 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-16. Delivery of Certificates to Limited Partners

Upon the return by the Secretary of State pursuant to section thirteen of this article of a receipt for the record and the fees the general partners shall promptly deliver or mail a copy of the receipt for the record and the fees to each limited partner unless the partnership agreement provides otherwise.
WV Code § 47-9-17 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-17. Admission of Limited Partners

(a) A person becomes a limited partner on the later of:(1) The date the original certificate of limited partnership is filed; or(2) The date stated in the records of the limited partnership as the date that person becomes a limited partner.(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section forty- two of this article, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of that power.
WV Code § 47-9-18 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-18. Voting by Limited Partners

Subject to section nineteen of this article, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
WV Code § 47-9-20 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-20. Person Erroneously Believing Himself Limited Partner

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he (1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or(2) Withdraws from future equity participation in the enterprise by executing and filing in the office of the Secretary of State a certificate declaring withdrawal under this section.(b) A person who makes a contribution of the kind described in subsection (a) of this section, is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
WV Code § 47-9-21 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-21. Right of Limited Partner to Information

Each limited partner has the right to:(1) Inspect and copy any of the partnership records required to be maintained by section five of this article;(2) Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns from each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
WV Code § 47-9-22 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-22. Admission of Additional General Partners

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admissions of additional general partners, with the written consent of all partners.
WV Code § 47-9-23 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-23. Events of Withdrawal of General Partner

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:(1) The general partner withdraws from the limited partnership as provided in section thirty-two of this article;(2) The general partner ceases to be a member of the limited partnership as provided in section forty of this article;(3) The general partner is removed as a general partner in accordance with the partnership agreement;(4) Unless otherwise provided for in writing in the partnership agreement, the general partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties;(5) Unless otherwise provided in writing in the partnership agreement, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety days after the expiration of any such stay, the appointment is not vacated;(6) In the case of a general partner who is a natural person, (i) his death; or (ii) the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or(10) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
WV Code § 47-9-24 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-24. General Powers and Liabilities of General Partner

(a) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.(b) Except as provided in this article, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to other partners.
WV Code § 47-9-25 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-25. Contributions by General Partner

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of and in distributions from the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the powers and is subject to the restrictions of a limited partner to the extent of his participation in the partnership as a limited partner.
WV Code § 47-9-26 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-26. Voting by General Partners

The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners on any matter.
WV Code § 47-9-27 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-27. Form of Contribution

The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
WV Code § 47-9-28 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-28. Liability for Contribution

(a) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to the portion of the value, as stated in the partnership records required to be kept by section five of this article of the stated contribution that has not been made.(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this article may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
WV Code § 47-9-29 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-29. Sharing of Profits and Losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept by section five of this article, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
WV Code § 47-9-30 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-30. Sharing of Distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept by section five of this article, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
WV Code § 47-9-31 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-31. Interim Distributions

Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
WV Code § 47-9-32 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-32. Withdrawal of General Partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him
WV Code § 47-9-33 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-33. Withdrawal of Limited Partner

A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at his address on the books of the limited partnership at its office in this state.
WV Code § 47-9-34 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-34. Distribution Upon Withdrawal

Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement, and, if not otherwise provided in the agreement, he is entitled to receive within a reasonable time after withdrawal the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
WV Code § 47-9-35 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-35. Distribution in Kind

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
WV Code § 47-9-36 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-36. Right to Distribution

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
WV Code § 47-9-37 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-37. Limitations on Distribution

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
WV Code § 47-9-38 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-38. Liability Upon Return of Contribution

(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this article, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this article, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.(c) A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the records required to be kept by section five of this article, of his contribution which has not been distributed to him
WV Code § 47-9-39 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-39. Nature of Partnership Interest

A partnership interest is personal property.
WV Code § 47-9-40 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-40. Assignment of Partnership Interest

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
WV Code § 47-9-41 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-41. Rights of Creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This article does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
WV Code § 47-9-42 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-42. Right of Assignee to Become Limited Partner

(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that (1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement, or (2) all other partners consent.(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in section thirty-eight of this article: Provided, That the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections fourteen and twenty-eight of this article.
WV Code § 47-9-43 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-43. Power of Estate of Deceased or Incompetent Partner

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
WV Code § 47-9-44 (2021)
2021 West Virginia Code|Chapter 47. Regulation of Trade|Article 9. Uniform Limited Partnership Act|§47-9-44. Nonjudicial Dissolution

A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:(1) At the time or upon the happening of events specified in the certificate of limited partnership;(2) Upon the happening of events specified in writing in the partnership agreement;(3) The written consent of all partners;(4) An event of withdrawal of a general partner, unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired;(5) Entry of a decree of judicial dissolution under section forty-five of this article; or(6) Signing of a certificate of dissolution by the Secretary of State under section ten-a of this article.