West Virginia Code 47-9-17 – Admission of limited partners
(a) A person becomes a limited partner on the later of:
Terms Used In West Virginia Code 47-9-17
- Certificate of limited partnership: means the certificate referred to in section eight of this article and the certificate as amended. See West Virginia Code 47-9-1
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See West Virginia Code 47-9-1
- Partner: means a limited or general partner. See West Virginia Code 47-9-1
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. See West Virginia Code 47-9-1
- Partnership interest: means a partner'. See West Virginia Code 47-9-1
- Person: means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, professional limited liability company, trust, estate, association, corporation, or any other legal or commercial entity. See West Virginia Code 47-9-1
(1) The date the original certificate of limited partnership is filed; or
(2) The date stated in the records of the limited partnership as the date that person becomes a limited partner.
(b) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section forty- two of this article, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of that power.