(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.
(b) Upon the filing of a certificate of amendment, or judicial decree of amendment, in the office of the Secretary of State the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation, or a judicial decree thereof, the certificate of limited partnership is canceled.
This filing, or failure to file, shall in no way affect the formation of the limited partnership. Only the filing in the office of the Secretary of State, required by section eight of this article, shall determine the validity of the limited partnership.
Structure West Virginia Code
Chapter 47. Regulation of Trade
Article 9. Uniform Limited Partnership Act
§47-9-2. Name of Limited Partnership
§47-9-7. Business Transactions of Partner With Partnership
§47-9-8. Certificate and Formation of Limited Partnership
§47-9-9. Amendment to Certificate
§47-9-10. Cancellation of Certificate
§47-9-10a. Administrative Dissolution of a Limited Partnership; Reinstatement; Appeals
§47-9-11. Execution of Certificates
§47-9-12. Judicial Amendment or Cancellation of Certificate
§47-9-13. Filing of Certificate
§47-9-14. Liability for False Statement in Certificate
§47-9-16. Delivery of Certificates to Limited Partners
§47-9-17. Admission of Limited Partners
§47-9-18. Voting by Limited Partners
§47-9-19. Liability to Third Parties
§47-9-20. Person Erroneously Believing Himself Limited Partner
§47-9-21. Right of Limited Partner to Information
§47-9-22. Admission of Additional General Partners
§47-9-23. Events of Withdrawal of General Partner
§47-9-24. General Powers and Liabilities of General Partner
§47-9-25. Contributions by General Partner
§47-9-26. Voting by General Partners
§47-9-27. Form of Contribution
§47-9-28. Liability for Contribution
§47-9-29. Sharing of Profits and Losses
§47-9-30. Sharing of Distributions
§47-9-31. Interim Distributions
§47-9-32. Withdrawal of General Partner
§47-9-33. Withdrawal of Limited Partner
§47-9-34. Distribution Upon Withdrawal
§47-9-35. Distribution in Kind
§47-9-36. Right to Distribution
§47-9-37. Limitations on Distribution
§47-9-38. Liability Upon Return of Contribution
§47-9-39. Nature of Partnership Interest
§47-9-40. Assignment of Partnership Interest
§47-9-42. Right of Assignee to Become Limited Partner
§47-9-43. Power of Estate of Deceased or Incompetent Partner
§47-9-44. Nonjudicial Dissolution
§47-9-45. Judicial Dissolution
§47-9-46. Winding Up of Affairs
§47-9-47. Distribution of Assets
§47-9-48. Law Governing Foreign Limited Partnerships
§47-9-49. Registration of Foreign Limited Partnership
§47-9-50. Issuance of Registration
§47-9-51. Registration of Name of Foreign Limited Partnership
§47-9-52. Foreign Limited Partnership -- Changes and Amendments to Registration
§47-9-53. Foreign Limited Partnership -- Cancellation of Registration
§47-9-53a. Revocation and Reinstatement of Foreign Limited Partnership Certificates of Authority
§47-9-54. Foreign Limited Partnership -- Transaction of Business Without Registration
§47-9-55. Action by Attorney General to Restrain a Foreign Limited Partnership
§47-9-56. Right of Action by Limited Partner
§47-9-57. Proper Plaintiff in Derivative Action
§47-9-58. Pleading in Derivative Action
§47-9-59. Expenses in Derivative Action
§47-9-60. Construction and Application of Article
§47-9-61. Short Title of Article