West Virginia Code 47-9-54 – Foreign limited partnership — Transaction of business without registration
(a) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.
Terms Used In West Virginia Code 47-9-54
- Contract: A legal written agreement that becomes binding when signed.
- Foreign limited partnership: means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners. 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
- 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
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
- 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
(b) The failure of a foreign limited partnership to register in the state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(d) A foreign limited partnership, by transacting business in the state without registration, appoints the Secretary of State as its agent for service of process with respect to claim for relief or cause of action arising out of the transaction of business in this state.