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WV Code § 47B-4-1 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 4. Relations of Partners to Each Other and to Partnership|§47B-4-1. Partner's Rights and Duties

(a) Each partner is deemed to have an account that is:(1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities as provided in section six, article three of this chapter, the partner contributes to the partnership and the partner's share of the partnership profits; and(2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses: Provided, That a partner shall be personally liable on account of such charges only as provided in section six, article three and section seven, article eight, both of this chapter.(b) Each partner: (i) Shall share equally in partnership profits; and (ii) shall share in partnership losses as provided in section seven, article eight of this chapter in proportion to the partner's share of the profits.(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property: Provided, That no other partner shall be required to make any payment, except as provided in section seven, article eight of this chapter, including any payments attributable all or in part to partnership liabilities for reimbursement or indemnification.(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.(f) Each partner has equal rights in the management and conduct of the partnership business.(g) A partner may use or possess partnership property only on behalf of the partnership.(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.(i) A person may become a partner only with the consent of all of the partners.(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.(k) This section does not affect the obligations of a partnership to other persons under section one, article three of this chapter.
WV Code § 47B-4-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 4. Relations of Partners to Each Other and to Partnership|§47B-4-2. Distributions in Kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.
WV Code § 47B-4-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 4. Relations of Partners to Each Other and to Partnership|§47B-4-3. Partner's Rights and Duties With Respect to Information

(a) A partnership shall keep its books and records, if any, at its chief executive office.(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:(1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and(2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
WV Code § 47B-4-4 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 4. Relations of Partners to Each Other and to Partnership|§47B-4-4. General Standards of Partner's Conduct

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section.(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:(1) To account to the partnership and hold as trustee for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.(d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
WV Code § 47B-4-5 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 4. Relations of Partners to Each Other and to Partnership|§47B-4-5. Actions by Partnership and Partners

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:(1) Enforce the partner's rights under the partnership agreement;(2) Enforce the partner's rights under this chapter, including:(i) The partner's rights under sections one, three or four, article four of this chapter;(ii) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section one, article seven of this chapter or enforce any other right under article six or seven;(iii) The partner's right to compel a dissolution and winding up of the partnership business under section one, article eight of this chapter or enforce any other right under article eight; or(3) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
WV Code § 47B-4-6 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 4. Relations of Partners to Each Other and to Partnership|§47B-4-6. Continuation of Partnership Beyond Definite Term or Particular Undertaking

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
WV Code § 47B-5-1 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 5. Transferees and Creditors of Partner|§47B-5-1. Partner Not Coowner of Partnership Property

A partner is not a coowner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
WV Code § 47B-5-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 5. Transferees and Creditors of Partner|§47B-5-2. Partner's Transferable Interest in Partnership

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
WV Code § 47B-5-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 5. Transferees and Creditors of Partner|§47B-5-3. Transfer of Partner's Transferable Interest

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:(1) Is permissible;(2) Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and(3) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.(b) A transferee of a partner's transferable interest in the partnership has a right:(1) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (3) To seek under subdivision (6), section one, article eight of this chapter a judicial determination that it is equitable to wind up the partnership business.(c) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.(d) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.(e) A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.(f) A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
WV Code § 47B-5-4 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 5. Transferees and Creditors of Partner|§47B-5-4. Partner's Transferable Interest Subject to Charging Order

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.(c) At any time before foreclosure, an interest charged may be redeemed:(1) By the judgment debtor;(2) With property other than partnership property, by one or more of the other partners; or(3) With partnership property, by one or more of the other partners with the consent of all of the partners whose interests are not so charged.(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
WV Code § 47B-6-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 6. Partner's Dissociation|§47B-6-2. Partner's Power to Dissociate; Wrongful Dissociation

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision (1), section one, article six of this chapter.(b) A partner's dissociation is wrongful only if:(1) It is in breach of an express provision of the partnership agreement; or(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:(i) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under subdivisions (6) through (10), section one, article six of this chapter or wrongful dissociation under this subsection;(ii) The partner is expelled by judicial determination under subdivision (5), section one, article six of this chapter; (iii) The partner is dissociated by becoming a debtor in bankruptcy; or(iv) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
WV Code § 47B-6-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 6. Partner's Dissociation|§47B-6-3. Effect of Partner's Dissociation

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, article eight of this chapter applies; otherwise, article seven of this chapter applies.(b) Upon a partner's dissociation:(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section three, article eight of this chapter;(2) The partner's duty of loyalty under subdivision (3), section four, article four of this chapter terminates; and(3) The partner's duty of loyalty under subdivisions (1) and (2), section four (b), article four of this chapter, and duty of care under subsection (c), section four, article four of this chapter continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section three, article eight of this chapter.
WV Code § 47B-7-2 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 7. Partner's Dissociation When Business Not Wound Up|§47B-7-2. Dissociated Partner's Power to Bind and Liability to Partnership

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article nine of this chapter, is bound by an act of the dissociated partner which would have bound the partnership under section one, article three of this chapter before dissociation only if at the time of entering into the transaction the other party:(1) Reasonably believed that the dissociated partner was then a partner;(2) Did not have notice of the partner's dissociation; and(3) Is not deemed to have had knowledge under subsection (e), section three, article three or notice under subsection (c), section four, article seven of this chapter.(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (a) of this section.
WV Code § 47B-7-3 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 7. Partner's Dissociation When Business Not Wound Up|§47B-7-3. Dissociated Partner's Liability to Other Persons

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b) of this section.(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party on account of a partnership obligation incurred in connection with a transaction entered into by the partnership, or a surviving partnership under article nine of this chapter, within two years after the partner's dissociation, only if at the time of entering into the transaction the other party:(1) Reasonably believed that the dissociated partner was then a partner;(2) Did not have notice of the partner's dissociation;(3) Is not deemed to have had knowledge under subsection (e), section three, article three of this chapter or notice under subsection (c), section four of this article; and(4) The obligation is one on account of which the partner would be personally liable under section six, article three of this chapter if the partner had not dissociated from the partnership.(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
WV Code § 47B-7-4 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 7. Partner's Dissociation When Business Not Wound Up|§47B-7-4. Statement of Dissociation

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections (d) and (e), section three, article three of this chapter.(c) For the purposes of subdivision (3), subsection (a), section two, and subdivision (3), subsection (b) of section three, article seven of this chapter, a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
WV Code § 47B-7-5 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 7. Partner's Dissociation When Business Not Wound Up|§47B-7-5. Continued Use of Partnership Name

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
WV Code § 47B-8-1 (2021)
2021 West Virginia Code|Chapter 47B. Uniform Partnership Act|Article 8. Winding Up Partnership Business|§47B-8-1. Events Causing Dissolution and Winding Up of Partnership Business

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions (2) through (10), section one, article six of this chapter, of that partner's express will to withdraw as a partner, or on a later date specified by the partner;(2) In a partnership for a definite term or particular undertaking:(i) The expiration of ninety days after a partner's dissociation by death or otherwise under subdivisions (6) through (10), section one, article six, or wrongful dissociation under subsection (b), section two, article six, both of this chapter, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to paragraph (i), subdivision (2), subsection (b), section two, article six of this chapter, agree to continue the partnership;(ii) The express will of all of the partners to wind up the partnership business; or(iii) The expiration of the term or the completion of the undertaking;(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;(4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;(5) On application by a partner, a judicial determination that:(i) The economic purpose of the partnership is likely to be unreasonably frustrated;(ii) Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or(iii) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or(6) On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:(i) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or(ii) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.