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Introduced Version House Bill 2738 History

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Key: Green = existing Code. Red = new code to be enacted
H. B. 2738


(By Delegates Cann, Coleman, Campbell,

Varner, Beane, Kominar and Fahey)


[Introduced March 5, 2001 ; referred to the

Committee on the Judiciary.]




A BILL to amend and reenact section one, article nine, chapter forty-seven of the code of West Virginia, one thousand nine hundred thirty-one, as amended; and to amend and reenact section one, article one, chapter forty-seven-b of said code, all relating to adding the term "limited liability company" to the definition of "person" for the purposes of permitting participation in a limited partnership or partnership.

Be it enacted by the Legislature of West Virginia:

That section one, article nine, chapter forty-seven of the code of West Virginia, one thousand nine hundred thirty-one, as amended, be amended and reenacted; and that section one, article one, chapter forty-seven-b of said code be amended and reenacted, all to read as follows:

CHAPTER 47. REGULATION OF TRADE.

ARTICLE 9. UNIFORM LIMITED PARTNERSHIP ACT.

§47-9-1. Definitions.

As used in this article, unless the context otherwise requires:

(1) "Certificate of limited partnership" means the certificate referred to in section eight of this article and the certificate as amended;

(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his or her capacity as a partner;

(3) "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;

(4) "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;

(5) "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;

(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;

(7) "Limited partnership" and "domestic limited partnership"
means a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners;
(8) "Partner" means a limited or general partner;

(9) "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;

(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;

(11) "Person" means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, trust, estate, association or corporation; and

(12) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

CHAPTER 47B. UNIFORM PARTNERSHIP ACT.

ARTICLE 1. GENERAL PROVISIONS.

§47B-1-1. Definitions.

In this chapter:

(1) "Business" includes every trade, occupation and profession.
(2)"Debtor in bankruptcy" means a person who is the subject of:
(i)In order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii) A comparable order under federal, state or foreign law governing insolvency.
(3) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee.
(4) "Foreign limited liability partnership" means a partnership or association formed under or pursuant to an agreement governed by the laws of any state or jurisdiction other than this state that is denominated as a registered limited liability partnership or limited liability partnership under the laws of such other jurisdiction.
(5) "Partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under section two, article two of this chapter, predecessor law, or comparable law of another jurisdiction and includes, for all purposes of the laws of this state, a registered limited liability partnership.
(6) "Partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.
(7) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.
(8) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights.
(9) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, or any other legal or commercial entity.
(10) "Property" means all property, real, personal or mixed, tangible or intangible, or any interest therein.
(11) "Registered limited liability partnership" means a partnership formed pursuant to an agreement governed by the laws of this state, registered under section one, article ten of this chapter.
(12) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States.
(13) "Statement" means a statement of partnership authority under section three, article three of this chapter, a statement of denial under section four of said article, a statement of dissociation under section four, article seven of this chapter, a statement of dissolution under section five, article eight of this chapter, a statement of merger under section seven, article nine of this chapter, a statement of registration and a statement of withdrawal under section one, article ten of this chapter, or an amendment or cancellation of any of the foregoing.
(14) "Transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.


NOTE: The purpose of this bill is to
add the term "limited liability company" to the definition of "person" for the purposes of participating in a limited partnership or partnership.

Strike-throughs indicate language that would be stricken from the present law, and underscoring indicates new language that would be added.
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