West Virginia Code 47-9-44 – Nonjudicial dissolution
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
Terms Used In West Virginia Code 47-9-44
- 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
- Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided in section twenty-three of this article. See West Virginia Code 47-9-1
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See West Virginia Code 47-9-1
- in writing: includes any representation of words, letters, or figures, whether by printing, engraving, writing, or otherwise. See West Virginia Code 2-2-10
- 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
- State: means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See West Virginia Code 47-9-1
(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.