Code of Virginia
Chapter 2.2 - Virginia Uniform Partnership Act
§ 50-73.132. Registered limited liability partnerships

A. To become a registered limited liability partnership, a partnership formed under the laws of the Commonwealth shall file with the Commission a statement of registration as a registered limited liability partnership stating:
1. The name of the partnership that satisfies the requirements of § 50-73.133;
2. If the partnership is of record with the Commission, the identification number issued by the Commission to the partnership;
3. The address, including the street and number, if any, of its principal office (which may, but need not be, located within the Commonwealth);
4. The post office address, including the street and number, if any, of its initial registered office, which in the case of a limited partnership formed pursuant to Chapter 2.1 (§ 50-73.1 et seq.) shall be identical to the limited partnership's registered office address on record with the Commission;
5. The name of the city or county in which the registered office is located;
6. The name of its initial registered agent at that office, which in the case of a limited partnership formed pursuant to Chapter 2.1 (§ 50-73.1 et seq.) shall be identical to the limited partnership's registered agent on record with the Commission, and that the agent is either (i) an individual who is a resident of Virginia and is either a general partner of the registered limited liability partnership, an officer or director of a corporate general partner of the registered limited liability partnership, a general partner of a partnership or limited partnership that is a general partner of the registered limited liability partnership, a member or manager of a limited liability company that is a general partner of the registered limited liability partnership, a trustee of a trust that is a general partner of the registered limited liability partnership, or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in this Commonwealth;
7. Any other matters that the partnership determines to include; and
8. The manner in which the registration was approved by the partners.
A partnership becomes a registered limited liability partnership at the time of the filing of the initial statement of registration with the Commission or at any later date or time specified in the statement of registration as provided in subsection J of § 50-73.83.
B. The Commission shall register as a registered limited liability partnership any partnership that submits a completed statement of registration with the required fee.
C. The registration of a partnership as a registered limited liability partnership shall be approved by the partners in the manner provided in the partnership's partnership agreement for amendments to the partnership agreement or, if no provision is made in the partnership agreement, by all of the partners.
D. A partnership that has registered shall continue to be a registered limited liability partnership until its registration is canceled pursuant to subsection C of § 50-73.134, subsection F of § 50-73.135, § 50-73.137, or 50-73.137:1.
E. A partnership that has been registered as a registered limited liability partnership under this chapter is, for all purposes, the same entity that existed before it registered.
1996, c. 292; 2000, c. 162; 2001, cc. 517, 541; 2002, c. 441; 2003, c. 378; 2004, c. 601; 2007, c. 631; 2009, c. 716; 2013, c. 18.

Structure Code of Virginia

Code of Virginia

Title 50 - Partnerships

Chapter 2.2 - Virginia Uniform Partnership Act

§ 50-73.79. Definitions

§ 50-73.80. Knowledge and notice

§ 50-73.81. Effect of partnership agreement; nonwaivable provisions

§ 50-73.82. Supplemental principles of law

§ 50-73.83. Execution, filing, and recording of statements; effective time and date; refunds; penalty

§ 50-73.84. Law governing internal relations

§ 50-73.85. Transactions between partner and partnership

§ 50-73.86. Partnership subject to amendment or repeal of chapter

§ 50-73.87. Partnership as entity

§ 50-73.88. Formation of partnership

§ 50-73.89. Partnership property

§ 50-73.90. When property is partnership property

§ 50-73.91. Partner agent of partnership

§ 50-73.92. Transfer of partnership property

§ 50-73.93. Statement of partnership authority

§ 50-73.94. Statement of denial

§ 50-73.95. Partnership liable for partner's actionable conduct

§ 50-73.96. Partner's liability

§ 50-73.97. Actions by and against partnership and partners

§ 50-73.98. Liability of purported partner

§ 50-73.99. Partner's rights and duties

§ 50-73.100. Distributions in kind

§ 50-73.101. Partner's rights and duties with respect to information

§ 50-73.102. General standards of partner's conduct

§ 50-73.103. Actions by partnership and partners

§ 50-73.104. Continuation of partnership beyond definite term or particular undertaking

§ 50-73.105. Partner not co-owner of partnership property

§ 50-73.106. Partner's transferable interest in partnership

§ 50-73.107. Transfer of partner's transferable interest

§ 50-73.108. Partner's transferable interest subject to charging order

§ 50-73.109. Events causing partner's dissociation

§ 50-73.110. Partner's power to dissociate; wrongful dissociation

§ 50-73.111. Effect of partner's dissociation

§ 50-73.112. Purchase of dissociated partner's interest

§ 50-73.113. Dissociated partner's power to bind partnership

§ 50-73.114. Dissociated partner's liability to other persons

§ 50-73.115. Statement of dissociation

§ 50-73.116. Continued use of partnership name

§ 50-73.117. Events causing dissolution and winding up of partnership business

§ 50-73.118. Partnership continues after dissolution

§ 50-73.119. Right to wind up partnership business

§ 50-73.120. Partner's power to bind partnership after dissolution

§ 50-73.121. Statement of dissolution

§ 50-73.122. Partner's liability to other partners after dissolution

§ 50-73.123. Settlement of accounts and contributions among partners

§ 50-73.124. Definitions

§ 50-73.125. Repealed

§ 50-73.126. Conversion of limited partnership to partnership

§ 50-73.127. Effect of conversion; entity unchanged

§ 50-73.128. Merger of partnerships

§ 50-73.129. Effect of merger

§ 50-73.130. Repealed

§ 50-73.131. Statement of merger

§ 50-73.132. Registered limited liability partnerships

§ 50-73.133. Name of registered limited liability partnership

§ 50-73.134. Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status

§ 50-73.135. Registered office and registered agent

§ 50-73.136. Amendment of statement of registration; effect of statement of registration

§ 50-73.137. Cancellation of a registered limited liability partnership

§ 50-73.137:1. Effect of cancellation of limited partnership certificate or registration

§ 50-73.137:2. Known claims against dissolved registered limited liability partnership

§ 50-73.137:3. Other claims against dissolved registered limited liability partnership

§ 50-73.137:4. Court proceedings

§ 50-73.138. Registration of foreign registered limited liability partnerships

§ 50-73.139. Withdrawal of a foreign registered limited liability partnership

§ 50-73.140. Effect of failure of foreign registered limited liability partnership to register

§ 50-73.141. Applicability of chapter to foreign and interstate commerce

§ 50-73.142. Limited partnerships as registered limited liability partnerships

§ 50-73.143. Registration certificate required for registered limited liability partnership engaged in practice of law

§ 50-73.144. Application and construction

§ 50-73.145. Short title

§ 50-73.146. Repealed

§ 50-73.147. Applicability

§ 50-73.148. Transition

§ 50-73.149. Savings clause

§ 50-73.150. Property title records