General Partners:  Identify all general partners and obtain their business addresses.

Agent of Process: Determine who will serve in West Virginia as the agent for service of process for the company.

West Virginia Office:  Determine the location of the office within the state where records of the limited partnership will be maintained. 

Filing:  Complete your certificate of limited partnership and file with the Secretary of State.

Next Steps:  Complete other state, county and municipal filing requirements before you start business.

Obtain the names of all general partners along with their business addresses.  This information must be listed on the certificate of limited partnership for every general partner.  Limited partners need not be listed.

Determine who will serve as the agent for service of process -- the person who will receive certified mail on behalf of the corporation in case of a legal action.  The agent may be an individual or a company, and is not required to be in West Virginia.

The agent must be someone you trust to notify you immediately should a legal action be filed against the corporation.  Do not name a person or company which has not consented to act in that capacity.

A West Virginia limited partnership must maintain an office in the state.  That office is not required to be a place of business.  Specific records of the limited partnership must be maintained there and available for inspection by any limited partner during business hours.

• Specific records of the limited partnership must be maintained at the West Virginia office and available for inspection by any limited partner during business hours.  The list of records is specified in West Virginia Code §47-9-5, and they include such items as a copy of the certificate of limited partnership and a list of all general partners and limited partners.
• Be sure to file an address change if the company changes this office, so you will be certain to receive all important correspondence.

When you are ready to prepare the filing, click the icon to download the form using Acrobat Reader and fill it out on screen.  If you have not used the Reader before, see Acrobat Reader Help.

• You may file using the standard form or prepare your certificate of limited partnership in a standard document, but all required information must be included for the certificate to be acceptable for filing.
• Two originals  with the original signatures of all general partners must be filed.  If the online form is used, print two copies after the information is entered for signature by the partners.
• The fee for filing is $100, plus the prorated share of the annual attorney-in-fact fee ($25) maximum.  See the application instructions on the form.
• Submit your filing to the Business Organization's Division with your check payable to the Secretary of State.  See Ordering & Payment for more information.

After you receive your Certificate of Limited Partnership, there are a few more steps before you start business.

• File the stamped original copy of the original filing returned with your Certificate of Limited Partnership with the Clerk of the County Commission of the county where your principal office is located.
• Complete the Business Registration Application for filing with the Department of Tax and Revenue.
  • This form is a combined form which will allow you to obtain your business franchise certificate and complete initial registration to comply with unemployment and worker's compensation requirements.
  • On the first page of the application, the control number entered on the top right corner of the stamped copy of your original certificate of registration must be entered.  This number is used by the Tax Department to confirm the company is registered as a limited partnership. 
• Determine whether any other state licenses are required for the type of business you do.  Some of the most common licenses and permit requirements are listed for your convenience with links or contact information for the agencies which issue those licenses or permits.  Go to:  Professional & Occupational Licenses or Other Licenses and Permits.  You may need to make inquiries to find other licenses.
• Licenses or registrations to do business may be required at the county or city level, especially in counties where your company has an office or plant location, provides services to customers on-site or conducts direct sales.  Contact the County Commission for county requirements, and the City Clerk for municipal requirements.