H. B. 2738
(By Delegates Cann, Coleman, Campbell, Varner,
Beane, Kominar and Fahey)
[Passed April 12, 2001; in effect ninety days from passage.]
AN ACT to amend article one, chapter thirty-one-b of the code of
West Virginia, one thousand nine hundred thirty-one, as
amended, by adding thereto a new section, designated section
one hundred thirteen; to amend and reenact section one,
article nine, chapter forty-seven of said code; and to amend
and reenact section one, article one, chapter forty-seven-b of
said 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 article one, chapter thirty-one-b of the code of West Virginia, one thousand nine hundred thirty-one, as amended, be
amended by adding thereto a new section, designated section one
hundred thirteen; that section one, article nine, chapter forty-
seven of said code 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 31B. UNIFORM LIMITED LIABILITY COMPANY ACT.
ARTICLE 1. GENERAL PROVISIONS.
§31B-1-113. Disclosures required by limited liability companies
holding certain licenses.
Notwithstanding any provisions of this code to the contrary,
any limited liability company seeking or holding a Class A liquor
license issued pursuant to the provisions of article seven, chapter
sixty of this code, or which seeks or holds a license under the
provisions of article twenty-two-b, chapter twenty-nine of this
code shall disclose in any required application the identities of
all members or persons entitled to a distribution under section one
hundred one, article one, chapter thirty-one-b, or if the license
is already held, shall reveal the identities of all members or
persons entitled to a distribution under section one hundred one,
article one, chapter thirty-one-b, to the regulatory agency overseeing the licensee.
CHAPTER 47. REGULATION OF TRADE.
ARTICLE 9. UNIFORM LIMITED PARTNERSHIP ACT.
As used in this article, unless the context otherwise
(1) "Certificate of limited partnership" means the certificate
referred to in section eight of this article and the certificate as
(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
(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
(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
(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
(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
(12) "State" means a state, territory or possession of the
United States, the District of Columbia or the Commonwealth of
CHAPTER 47B. UNIFORM PARTNERSHIP ACT.
ARTICLE 1. GENERAL PROVISIONS.
In this chapter:
(1) "Business" includes every trade, occupation and
(2) "Debtor in bankruptcy" means a person who is the subject
(i) In order for relief under Title 11 of the United States
Code or a comparable order under a successor statute of general
(ii) A comparable order under federal, state or foreign law
(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
(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
(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
(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.