A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(1) At the time or upon the happening of events specified in the certificate of limited partnership;
(2) Upon the happening of events specified in writing in the partnership agreement;
(3) The written consent of all partners;
(4) An event of withdrawal of a general partner, unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so, but the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired;
(5) Entry of a decree of judicial dissolution under section forty-five of this article; or
(6) Signing of a certificate of dissolution by the Secretary of State under section ten-a of this article.
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