HB 2567 Text

H. B. 2567

          (By Delegates Morgan, Stephens, Diserio,
           Jones, Paxton, P. Smith and Staggers)
          [Introduced February 20, 2013; referred to the
          Committee on Government Organization then the Judiciary.]

A BILL to amend the Code of West Virginia, 1931, as amended, by adding thereto two new sections, designated §47-9-10a and §47- 9-53a, all relating to limited partnerships; authorizing the Secretary of State to administratively dissolve and reinstate limited partnerships; allowing appeals to the circuit court; and authorizing the Secretary of State to revoke and reinstate certificates of authority of foreign limited partnerships.
Be it enacted by the Legislature of West Virginia:
          That the Code of West Virginia, 1931, as amended, be amended by adding thereto two new sections, designated §47-9-10a and §47-9- 53a, all to read as follows:
ARTICLE 9. UNIFORM LIMITED PARTNERSHIP ACT.
§47-9-10a. Administrative dissolution of a limited partnership; reinstatement; appeals.
_____(a) The Secretary of State may commence a proceeding to administratively dissolve a limited partnership if the limited partnership does not:
_____(1) Pay all applicable fees, taxes or penalties imposed by this chapter or other law within sixty days after the due date; or
_____(2) Deliver its annual report to the Secretary of State within sixty days after the due date.
_____(b) If the Secretary of State determines that adequate grounds exist to administratively dissolve a limited partnership, the Secretary of State shall file a record of the determination and serve the limited partnership with a copy of the record.
_____(1)(A) The limited partnership must correct each issue described in the dissolution report or take reasonable steps toward correcting each issue within sixty days of service of the notice.
_____(B) If the limited partnership fails to take adequate steps toward correcting the issue or issues described in the report, the Secretary of State may administratively dissolve the limited partnership by signing the certification of dissolution.
_____(C) The Secretary of State shall file the original certificate of dissolution and serve a copy of the certificate of dissolution to the limited partnership.
_____(2) A limited partnership that has been administratively dissolved may continue its existence only to the extent necessary to wind up and liquidate its business and affairs.
_____(3) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process.
_____(c) A limited partnership that has been administratively dissolved may apply to the Secretary of State for reinstatement within two years after the effective date of dissolution. The application for reinstatement must:
_____(1) Recite the name of the limited partnership and the effective date of its administrative dissolution;
     (2) Demonstrate that the grounds for dissolution either did not exist or have been eliminated;
     (3) Demonstrate that the limited partnership's name satisfies the requirements of section two, article nine, chapter forty-seven of this code; and
_____(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the limited partnership have been paid.
_____(d)(1) If the Secretary of State determines that the application for reinstatement contains the information required by subsection (c) of this section and that the information is accurate, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement.
_____(2) The Secretary of State shall file the certificate of reinstatement and serve the limited partnership with a copy of the certificate.
_____(e) When the Secretary of State grants a reinstatement, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the limited partnership resumes its business as if the administrative revocation had never occurred.
_____(f) If the Secretary of State denies a limited partnership's application for reinstatement following administrative dissolution, the Secretary of State shall serve the limited partnership with a notice that explains the reason or reasons for denial.
     (g) The limited partnership may appeal the denial of reinstatement to the circuit court of Kanawha County within thirty days after service of the notice of denial is processed by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the limited partnership's application for reinstatement and the Secretary of State's notice of denial.
_____(h) If a reinstatement is granted by the court, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the limited partnership resumes its business as if the administrative revocation had never occurred.
§47-9-53a. Revocation and reinstatement of foreign limited partnership certificates of authority.
_____(a) The Secretary of State may revoke a certificate of authority of a foreign limited partnership to transact business in this state in the manner set forth in subsection (b) of this section if:
_____(1) The limited partnership fails to:
_____(A) Pay all applicable fees, taxes and penalties owed to the state;
_____(B) Deliver its annual report within sixty days of the due date; or
_____(C) File a statement to change a name or business address of an agent as required by this article; or
_____(2) The limited partnership has made a misrepresentation of any material fact in any application, report, affidavit or other record submitted pursuant to this article.
_____(b)(1) The Secretary of State may not revoke a certificate of authority of a foreign limited partnership unless the Secretary of State serves notice to the foreign limited partnership of the revocation at least sixty days before its effective date by a report addressed to its principal office.
_____(2) The notice must specify the cause for the revocation of the certificate of authority.
_____(3) The authority of the foreign limited partnership to transact business in this state ceases on the effective date of the revocation.
_____(c) A foreign limited partnership that has been administratively revoked may apply to the Secretary of State for reinstatement within two years after the effective date of revocation. The application must:
_____(1) Recite the name of the foreign limited partnership and the effective date of its administrative revocation;
_____(2) Demonstrate that the grounds for revocation either did not exist or have been eliminated;
_____(3) Demonstrate that the foreign limited partnership's name satisfies the requirements of section two, article nine, chapter forty-seven of this code; and
_____(4) Contain a certificate from the Tax Commissioner reciting that all taxes owed by the foreign limited partnership have been paid.
     (d) If the Secretary of State determines that the application for reinstatement contains the information required by subsection (c) of this section and that the information is correct, the Secretary of State shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites this determination and the effective date of reinstatement.
_____(2) The Secretary of State shall file the certificate of reinstatement, and serve the foreign limited partnership with a copy of the certificate.
_____(e) When the Secretary of State grants a reinstatement, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the foreign limited partnership resumes its business as if the administrative revocation had never occurred.

     NOTE: The purpose of this bill is to establish procedures for the administrative dissolution by the Secretary of State of limited partnerships and for the revocation and reinstatement of a foreign limited partnership's certificate of authority.

     The sections in this bill are new; therefore, they have been completely underscored.

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