Code of Virginia
Chapter 2.2 - Virginia Uniform Partnership Act
§ 50-73.138. Registration of foreign registered limited liability partnerships

A. Before transacting business in the Commonwealth, a foreign registered limited liability partnership shall register with the Commission. An applicant for registration as a foreign registered limited liability partnership shall file with the Commission a certificate of status from the filing office in the jurisdiction in which the foreign registered limited liability partnership is registered and a statement of registration as a foreign limited liability partnership setting forth the information described in subsection B.
B. A statement of registration as a foreign registered limited liability partnership shall set forth the following:
1. The name of the foreign registered limited liability partnership and, if the name of the foreign registered limited liability partnership does not comply with § 50-73.133, a designated name for use in the Commonwealth that satisfies the requirements of § 50-73.133;
2. The name of the state or other jurisdiction under whose law it is formed and registered as a limited liability partnership, and if the registered limited liability partnership was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization or formation; and (iv) the entity identification number issued to it by the Commission;
3. If the partnership is of record with the Commission, the identification number issued by the Commission to the partnership;
4. The address, including the street and number, if any, of its principal office;
5. The post office address, including the street and number, if any, of its initial registered office, which in the case of a foreign limited partnership registered pursuant to Chapter 2.1 (§ 50-73.1 et seq.) of this title shall be identical to the foreign limited partnership's registered office address on record with the Commission;
6. The name of the city or county in which the registered office is located;
7. The name of its initial registered agent at that office, which in the case of a foreign limited partnership registered pursuant to Chapter 2.1 (§ 50-73.1 et seq.) of this title shall be identical to the foreign 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 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 the Commonwealth; and
8. That the partnership thereby applies for status as a foreign registered limited liability partnership.
C. The Commission shall register as a foreign registered limited liability partnership any partnership that submits a completed statement of registration with the required fee.
D. The registration of a foreign registered limited liability partnership shall continue until its registration is canceled pursuant to subsection C of § 50-73.134, subsection F of § 50-73.135, § 50-73.137:1, or 50-73.139.
1996, c. 292; 2002, c. 441; 2003, c. 378; 2004, c. 274; 2009, c. 716.

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