Domestic Limited Partnership Formation Filing in West Virginia

At a glance

Requirements one by one

Agreement, certificate, and partners

West Virginia's Uniform Limited Partnership Act, § 47-9-61, defines a domestic LP as two or more people with general and limited partners in § 47-9-1(9). An agreement may be written or oral under § 47-9-1(11). To form the LP, § 47-9-8(a) instead requires two or more people to execute a public certificate and file it with the Secretary of State. The certificate gives the LP name, general business character, principal-office mailing address, any service agent's name and address, and each general partner's name and business address. General partners may add other matters; limited partners are not in the required public list.

Name, office, and signing

The name must use “limited partnership,” “Ltd. Partnership,” “LP,” or “L.P.” under § 47-9-2(1), and § 47-9-2(3) requires distinguishability from listed domestic and registered foreign entity names. Section 47-9-5(a) requires an in-state office that need not be a business location. The service-agent field says “if any” in § 47-9-8(a)(3); § 47-9-4 itself appoints the Secretary of State as attorney in fact for service. Every general partner signs the original certificate under § 47-9-11(a)(1). Section 47-9-11(b)-(c) allows an attorney in fact and makes the general partner's signature an affirmation under penalty of perjury.

Filing, fee, and effect

Section 47-9-13(a) requires one signed copy delivered to the Secretary of State and permits electronic transmission if the office allows it. The statutory domestic certificate fee is $100 under § 59-1-2(a)(1)(E), matching the Secretary of State's registration fee page. Under § 47-9-8(b), substantial compliance forms the LP when the certificate is filed or at a later time it specifies. Section 47-9-15 makes a filed certificate notice of LP status and listed general partners, but no other fact.

What trips people up

The LP formation and filing sections, §§ 47-9-8 and 47-9-13, specify a certificate, signature, copy, and fee but no newspaper publication or proof filing. The optional private service-agent field in § 47-9-8(a)(3) does not displace the Secretary of State's statutory service role under § 47-9-4. The $150 limited-partnership fee in § 59-1-2(a)(2)(F) is for foreign registration; the ordinary domestic certificate is $100 under subsection (a)(1)(E).

Common questions

Must a limited partner sign the initial certificate? Section 47-9-11(a)(1) assigns signatures to all general partners, while § 47-9-8(a) requires at least two people to execute the formation certificate.

Can an attorney in fact sign? Yes. Section 47-9-11(b) permits one and adds a specific description requirement when the certificate concerns admission of a general partner.

Does filing give notice of every optional statement? No. Section 47-9-15 limits notice to LP status and the people designated as general partners.

Statutes and sources

The official Article 9 index, focused sections, and the Secretary of State fee page were checked September 23, 2026.

• W. Va. Code § 47-9-1(9): “"Limited partnership" and "domestic limited partnership" means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners;” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-1(11): “"Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-2(1): “(1) Shall contain the words "limited partnership," or the abbreviation "Ltd. Partnership," "LP" or "L.P.";” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-2(3): “(3) May not be the same as, and must be distinguishable from, the name of any corporation, limited partnership, limited liability partnership, or limited liability company organized under the laws of this state or licensed or registered as a foreign corporation, limited partnership, limited liability partnership, or limited liability company in this state;” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-4: “The Secretary of State is hereby constituted the attorney-in-fact for and on behalf of every limited partnership created by virtue of the laws of this state and every foreign limited partnership authorized to conduct affairs or do or transact business herein pursuant to the provisions of this article, with authority to accept service of notice and process on behalf of every such limited partnership and upon whom service of notice and process may be made in this state for and upon every such limited partnership. No act of such limited partnership appointing the Secretary of State such attorney-in-fact shall be necessary.” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-5(a): “Each limited partnership shall continuously maintain in this state an office, which may, but need not be, a place of its business in this state, at which shall be kept the following records:” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-8(a): “In order to form a limited partnership, two or more persons must execute a certificate of limited partnership. The certificate shall be filed in the office of the Secretary of State and set forth: (1) The name of the limited partnership; (2) The general character of its business; (3) The mailing address of the principal office and the name and address of the agent for service of process, if any; (4) The name and the business address of each general partner; and (5) Any other matters the general partners determine to include therein.” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-8(b): “A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the Secretary of State or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-11(a)(1): “An original certificate of limited partnership must be signed by all general partners;” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-11(b)-(c): “Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner must specifically describe the admission. (c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-13(a): “One signed copy of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the Secretary of State. Delivery may be made by electronic transmission if permitted by the Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to law, upon receipt of all filing fees required by law, he or she shall file it and deliver to the limited partnership or its representative a receipt for the record and the fees.” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-15: “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.” (official text; accessed September 23, 2026).
• W. Va. Code § 47-9-61: “This article may be cited as the "Uniform Limited Partnership Act."” (official text; accessed September 23, 2026).
• W. Va. Code § 59-1-2(a)(1)(E): “(E) Certificate of a limited partnership, $100;” (official text; accessed September 23, 2026).
• W. Va. Code § 59-1-2(a)(2)(F): “(F) Registration of a limited partnership, $150;” (official text; accessed September 23, 2026).