West Virginia Code
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.

Structure West Virginia Code

West Virginia Code

Chapter 47. Regulation of Trade

Article 9. Uniform Limited Partnership Act

§47-9-1. Definitions

§47-9-2. Name of Limited Partnership

§47-9-3. Reservation of Name

§47-9-4. Secretary of State Constituted Attorney-in-Fact for All Limited Partnerships; Manner of Acceptance or Service of Notice and Process Upon Secretary of State; What Constitutes Conducting Affairs or Doing or Transacting Business in This State f...

§47-9-5. Office and Records

§47-9-6. Nature of Business

§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

§47-9-15. Notice

§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

§47-9-41. Rights of Creditor

§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

§47-9-62. Effective Date of Article

§47-9-63. Rules for Cases Not Provided for in Article