West Virginia Clauses Relating to Transfers of Venture Interests — Including Rights of First Refusal When it comes to the transfer of venture interests in the state of West Virginia, there are specific clauses that govern these transactions. One of the most common clauses is the Right of First Refusal. The Right of First Refusal clause grants existing venture partners or investors the opportunity to purchase a transferring partner's or investor's interest before it can be sold to a third party. This clause ensures that current stakeholders have the chance to maintain ownership within the venture and prevent potential disruptions or unwanted partners from entering the business. In addition to the general Right of First Refusal clause, there are other specific types of clauses pertaining to transfers of venture interests in West Virginia. Some of these include: 1. Market Value Clause: This clause specifies that the transferring partner or investor must sell their interest at a fair market value determined by a predefined methodology or based on an independent appraisal. 2. Drag-Along Rights Clause: This clause enables a majority of venture partners or investors to force a minority partner or investor to participate in a sale of the entire venture, thereby allowing them to sell their interests collectively. This clause protects the majority from being hindered by a minority interest holder who may not agree with the sale. 3. Tag-Along Rights Clause: Conversely, the Tag-Along Rights clause provides protection to minority partners or investors by granting them the ability to sell their interests alongside a majority of sale. This clause ensures that minority stakeholders can benefit from a potential sale opportunity, rather than being left behind. 4. Prohibited Transfer Clause: A Prohibited Transfer clause restricts the transfer of venture interests without the prior consent of all partners or investors. This clause is designed to maintain control and preserve the original composition of the venture by preventing unauthorized transfers. 5. Right to Assign Clause: The Right to Assign clause allows venture partners or investors to freely transfer their interests to a designated person or entity without requiring the Right of First Refusal. This clause typically comes into play when there is a need for estate planning, bankruptcy, or other legitimate reasons for transferring interests. It's important to note that these clauses and their specific terms may vary depending on the venture agreement and the preferences of the involved parties. Consultation with a legal professional well-versed in West Virginia law is advisable to ensure compliance and accuracy in the drafting and implementation of these clauses relating to the transfers of venture interests, including Rights of First Refusal.
West Virginia Clauses Relating to Transfers of Venture interests - including Rights of First Refusal
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FAQ
In West Virginia, any person who has the legal right to own real property can convey such property by a deed in writing to another individual or corporation who has the legal capacity to receive such real property. All deeds must have a grantor and grantee.
The current owner transferring property must sign a West Virginia deed. The county clerk cannot record an unsigned deed. An agent acting under power of attorney can sign a deed on the owner's behalf if the owner has signed a power-of-attorney agreement giving the agent authority. Notarization.
After confirming your legal ownership with an attorney at law, you need to draw up a deed of transfer form in your name and register it with the county records office as the mineral owner. The land transaction, leasing transaction, and royalty compliance go through the county office.
Gifts of real property in West Virginia are, however, subject to the federal gift tax. The grantor is responsible for paying the federal gift tax; however, if the grantor does not pay the gift tax, the grantee will be held liable [1].
West Virginia levies a deed transfer tax (often referred to as an excise tax) on real property. The tax is $1.10 per $1,000. Each county has the authority to establish its own excise tax rate, which the majority do. West Virginia does not have a mortgage tax.
The right of first refusal is exercised by an abutting landowner through his or her remittance of the price determined by the Division of Highways to be fair market value within 60 days of notification.
The Transfer Tax Fee is $5.50 for every $1,000.00 of the purchase price, or value of the property when the purchase price is not listed on the Deed. All Deeds recorded in West Virginia are subject to an Excise Tax (Transfer Tax Fee).
West Virginia Code §11-22-1, provides for exemptions to paying the Transfer Tax Fee. Deeds must specifically state the reason for exemption, otherwise, the Transfer Tax Fee will be charged. Every Deed recorded requires a completed Sales Listing Form to be attached. The Sales Listing Form can be found here.