COMMITTEE SUBSTITUTE
FOR
H. B. 2738
(By Delegates Cann, Coleman, Campbell, Varner,
Beane, Kominar and Fahey)
(Originating in the Committee on the Judiciary)
[March 16, 2001]
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 this code
all relating to adding the terms "limited liability company"
and "professional limited liability company" to the definition
of "person" in certain code provisions relating to limited
partnerships or partnerships.
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 this 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, professional limited liability company,
trust, estate, association,
corporation,
or any other legal or commercial entity
; 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, professional
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.