Certificate Of Limited Partnership {LP-1}

9.The business purpose (activity) in which the partnership engages is [In the space below, describe the type of business activity which willbe conducted in West Virginia.]: *NOTE - "Professional" business organizations must attach to this application the Verification of Eligibility(Form VOE ) authorized by your professional state licensing board (see attached instructions and CHECK BOX below).FILE ONE ORIGINAL (Two if you want a filed stamped copy returned to you.)FILING FEE: $100 *Fee Waived for Veteran-owned organizationControl # *** We, the undersigned, hereby form a Limited Partnership according to the provisions of West Virginia Code 24747-9 . ***1.The name of the limited partnership shall be (SeeSection 1 of instructions for name requirements.): 2.The address of the principal office is: Located in the County of (required): Street: City: Street: State: Zip Code: 3.The principal mailing address is: 4.The address of the office in WestVirginia at which a list of names andaddresses of the limited partners andtheir capital contributions will be kept(required): Zip Code: State: City: Street: Zip Code: State: City:Located in the County of:5.The name and mailing address towhom notice for service of process isto be sent, if any, is: Zip Code: State: City: Street: Name: 7.Website address of the business, if any (ex: yourdomainname.com): 6.E-mail address where business correspondence may be received: County: County: b.Located in how many West Virginia counties? If "Yes"... a. How many businesses? Yes No Decline to answer* Answer a. and b. below. 8.Do you own or operate more than one business in West Virginia? Professional business organizations: CHECK BOX indicating you have attached the state licensing board Verification of Eligibility (Form VOE) to this statement of registration if your profession meets the requirements as defined by Chapter 30 of the WV Code. See Section 9 of the attached instructions for a list of professions. Your application will be rejected if the VOE is not attached.West Virginia Secretary of State Business & Licensing Division Tel: (304)558-8000 Fax: (304)558-8381 Website: www.wvsos.govCERTIFICATE OF WEST VIRGINIA LIMITED PARTNERSHIPForm LP-1 Rev. 12/2017 WEST VIRGINIA CERTIFICATE OF LIMITED PARTNERSHIPPage 2 10.The name(s) and business address(es) of each general partner is (information is required for each general partner; attachadditional pages if necessary - DO NOT list "limited partners.") : Name Mailing Address City State Zip Code a)b)c) 11.Any other matters the partners determine to include in the certificate are (add additional pages if necessary): *Important Legal Notice Regarding Signature: Per West Virginia Code 24731D-1-129. Penalty for signing false document. Any personwho signs a document he or she knows is false in any material respect and knows that the document is to be delivered to the secretary of state for filing is guilty of a misdemeanor and, upon conviction thereof, shall be fined not more than one thousand dollars or confined in the county or regional jail not more than one year, or both. Important Note: This form is a public document. Please do NOT provide any personal identifiable information on this form such as social security number, bank account numbers, credit card numbers, tax identification or driver's license numbers. Phone: a.Contact person to reach in case there is a problem with filing:13.Contact and Signature Information* (Must be signed by every general partner per West Virginia Code 24747-9-11 ): Name of Partner (Type or Print) Signature* Date We, the undersigned general partners, do hereby affirm under penalty of perjury that the partnership has determined to form a limited partnership under the provisions of West Virginia Code 24747-9 , and that the facts Stated herein are true to the best of our knowledge.Per WV Code 59-1-2(j) effective July 1, 2015, the registration fee is waived for entities that meet the requirements as a "veteran-owned" organization. See attached instructions to determine if the organization qualifies for this waiver. In addition, a "veteran-owned" entity will have four (4) consecutive years of Annual Report fees waived AFTER the organization's initial formation [see WV Code 59-1-2a(m) ].12.Is the organization a "veteran-owned" organization?National Personnel Records Center Military Personnel Records 1 Archives Drive St. Louis, MO 63138 Toll free: 1-86-NARA-NARA or 1-866-272-6272 Phone: 314-801-0800 www.archives.gov/veterans/military-service-recordsYou may obtain a copy of your Veterans Affairs Form DD214 by contacting: Yes (If "Yes," attach Form DD214) No CHECK BOX indicating you have attached Veteran Affairs Form DD214 Effective JULY 1, 2015, to meet the requirements for a 223veteran-owned224 organization, the entity filing the registration must meet the following criteria per West Virginia Code 24759-1-2a : 1.A 223veteran224 must be honorably discharged or under honorable conditions, and2.A 223veteran-owned business224 means a business that meets one of the following criteria:oIs at least fifty-one percent (51%) unconditionally owned by one or more veterans; oroIn the case of a publicly owned business, at least fifty-one percent (51%) of the stock is unconditionally owned by one ormore veterans. INFORMATION AND INSTRUCTIONS FOR FILING CERTIFICATE OF LIMITED PARTNERSHIP The West Virginia Code Chapter 47, Article 9 governs the formation and operation of limited partnerships. Are any types of businesses prevented from operating as limited partnerships? West Virginia Code 24747-9-6 precludes limited partnerships from carrying on the business of banking, brokerage or making insurance. Otherwise, they may engage in any business in which a partnership may engage. What's the difference between a partnership and a limited partnership? Registration - A 223partnership224 is 223an association of two or more persons to carry on as co-owners of a business for profit224 according to WV Code 24747B-2-2 . A general partnership can exist without any registration, and even without specific intent of the partners to form a partnership. A partnership may become a limited partnership, on the other hand, only by filing with the Secretary of State a 223Certificate of Limited Partnership224 (for in State companies) or a 223Statement of Registration of Limited Partnership224 (for out-of-State companies). A limited partnership consists of one or more general partners and one or more limited partners. The names of the general partners are required to be included in the certificate or Statement, but the names of the limited partners are not. Liability - In a general partnership, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. [24747B-3-6(a) ] In a limited partnership, a limited partner is generally not liable for the obligations of the partnership unless 223he is also a general partner or 205 takes part in the control of the business205224 or 223knowingly permits his name to be used in the name of the limited partnership.224 [24747-9-19 ]What is necessary to form a limited partnership? Partnership Agreement - Although a written agreement is not required by law, it can be the most important legal document partners have. Through the written agreement, partners can determine the partnership's rules relating to admission of partners, voting, rights, and powers of partners, obligations for contributions, sharing of profits and losses, sharing of distributions, withdrawal or partners, events causing dissolution and other matters. Before filing the partnership certificate or registration, read the provisions of WV Code Chapter 47, Article 9 or obtain legal advice about this agreement. Once all your filings are made, the limited partnership is 223in business224 and only the law and your agreement will govern how issues can be resolved. Filing with the Secretary of State - A limited partnership must file with the Secretary of State either on standard forms or in a document which contains all of the required information laid out in approximately the same order as the form. An in-State company f