West Virginia Partnership Agreement

West Virginia partnership agreements provide structure and reliability to the operations of a partnership and the partners behind it. Here, a binding contract is used by the partners to document their authority in the business, how it will be managed, and how partners are admitted or may leave.

Last updated January 27th, 2025

West Virginia partnership agreements provide structure and reliability to the operations of a partnership and the partners behind it. Here, a binding contract is used by the partners to document their authority in the business, how it will be managed, and how partners are admitted or may leave.

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West Virginia Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) West Virginia Business Entity Search West Virginia does not specifically mandate that general partnerships register but, like all other partnerships, they adhere to the state’s naming regulations.
Limited Partnership (LP) Certificate of West Virginia Limited Partnership (Filing Fee: $100.00)
Limited Liability Partnership (LLP) Statement of Registration of Domestic or Foreign Limited Liability Partnership (Filing Fee:$200.00 for Domestic, $500.00 for Foreign LLP)
Limited Liability Limited Partnership (LLLP) Certificate of West Virginia Limited Partnership with the appropriate statement or file online with Business4WVCheck Note: Check state agencies for additional fees. Fulfill the naming and statement requirements for an LLLP accordingly. (Filing Fee: $100.00)

Fiduciary Duty

Duty of Loyalty:
  • Partners must account for the benefits, in addition to all “property” and “profit,” resulting from their partnership business dealings or those received while using its name or assets.[1]
  • Partners comply with the partnership agreement by representing the partnership’s interests and thus are forbidden from dealing with the partnership in any way “as or on behalf of a party” that holds interests that conflict with the partnership’s success.[2]
  • Partnerships expect and explicitly obligate (through the partnership agreement and the law) their partners to refrain from “competing” with the partnership).[3]

Duty of Care:

  • The partners are careful to avoid “grossly negligent or reckless conduct” in addition to remaining lawful to remain compliant with the West Virginia Uniform Partnership Act and the basic requirements of their partnership agreement.[4]

Every partner endeavors to “discharge the duties to the partnership” in a manner that regularly displays the good faith and the fair dealing requirements of their partnership agreement.[5]

Partners engage in separate ventures and activities whenever possible; however, they are under a legal obligation to remain fully compliant with the partnership agreement and the West Virginia Uniform Partnership Act while they are partners.[6]

The legal representative of “a last surviving partner” must uphold the same duties of the partner they represent whenever winding up the business on their behalf and can be held responsible for any partner misconduct.[7]

Liability

A limited partnership’s general partners are “subject to the restrictions” and liabilities that partners in a general partnership without limited partners must accept.[8]
Partnerships are responsible or liable for the “loss or injury” to a person that is a result of a partner’s conduct of normal everyday business while acting with the authority and consent of the partnership.[9]
Partnerships are accountable for the loss of property or money received by its partners from a person that is “not a partner” but has been misapplied by the receiving partner.[10]
Partners have the potential for the liabilities caused by a “claimant,” but an agreement with the claimant or relief “provided by law” to lessen such liability is generally acceptable.[11]
A person only holds liability from the day of their admittance “as a partner into an existing partnership” and not before, thus making all liabilities of the partnership at the time of the partner’s admittance strictly the responsibility of the partnership.[12]
Every partner that is “in a registered limited liability partnership” does not accept liabilities placed on the LLP only because they are a partner, but this protection applies only to obligations or liabilities originating while the LLP’s registration is active and up-to-date.[13]

State Definitions (7)

General partner means a person holding this position “in accordance with the partnership agreement” in addition to carrying the title general partner on the certificate of limited partnership.[14]
Limited partner means that a legal entity (i.e., a person) is a part of a limited partnership and holds this title according to the partnership agreement.[15]
Partnership means the “business for profit” that is owned by at least two persons, which includes the term limited liability partnership.[16]
Limited partnership means a partnership is specifically owned by “two or more persons,” operates legally under West Virginia law, and has one (or more) limited and at least one general partner.[17]
Registered limited liability partnership means the partnership forms then successfully registers under the “laws of this state” as a partnership operating with limited liability.[18]
Foreign limited liability partnership means that a “partnership or association” from a jurisdiction other than West Virginia operates under the foreign jurisdiction’s laws as a formally acknowledged registered limited liability company, but such laws are comparable to those in West Virginia.[19]
Foreign limited partnership means the partnership is originally from any state other than West Virginia, operates as a limited partnership in that jurisdiction, and has “one or more general partners” as well as at least one general partner.[20]