Code of Virginia
Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act
§ 50-73.17. Filing; fees; effective time and date

A. 1. One signed copy of the certificate of limited partnership, of any amended and restated certificate referred to in § 50-73.77, of any certificate of amendment or cancellation, of any restated certificate of limited partnership or of any articles of merger shall be delivered to the Commission for filing and shall be accompanied by the required filing fee.
2. Any document delivered to the Commission for filing shall be typewritten or printed in black. Photocopies, or other reproduced copies, of typewritten or printed certificates may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.
3. The document shall be in the English language. A limited partnership name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of limited partnership or partnership agreement, duly authenticated by the official having custody of the applicable records in the state or other jurisdiction under whose law the limited partnership is formed, which is required of foreign limited partnerships, need not be in English if accompanied by a reasonably authenticated English translation.
4. If, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.
5. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. If the Commission finds that the certificate complies with the provisions of this chapter, that it has been signed as required by this chapter, and that the required filing fee has been paid, it shall file the certificate and admit it to record in its office.
6. The Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to § 59.1-496.
B. The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2:
1. For filing any one of the following, the fee shall be $10:
a. An application to reserve or to renew the reservation of a name for use by a domestic or a foreign limited partnership;
b. A notice of the transfer of a name reserved for the use by a domestic or a foreign limited partnership; and
c. A certificate declaring withdrawal referred to in § 50-73.25.
2. For filing any one of the following, the fee shall be $100:
a. A certificate of limited partnership;
b. An application for registration as a foreign limited partnership; and
c. An amended and restated certificate of limited partnership referred to in § 50-73.77.
3. For filing any one of the following, the fee shall be $25:
a. A certificate of amendment;
b. A restated certificate of limited partnership;
c. A copy of an amendment or correction referred to in § 50-73.57, or an amended application referred to in § 50-73.57, provided that an amended application shall not require a separate fee when it is filed with a copy of an amendment or a correction referred to in § 50-73.57;
d. Articles of merger;
e. A copy of an instrument of merger of a foreign limited partnership holding a certificate of registration to transact business in the Commonwealth;
f. A copy of an instrument of entity conversion of a foreign limited partnership holding a certificate of registration to transact business in the Commonwealth;
g. A certificate of cancellation; and
h. An application for cancellation of a foreign limited partnership.
4. For issuing a certificate pursuant to § 50-73.76:1, the fee shall be $6.
C. 1. A certificate filed with or issued by the Commission pursuant to the provisions of this chapter is effective at the time such certificate is filed or issued unless the certificate or articles to which the certificate relates are filed on behalf of a limited partnership and state that they shall become effective at a later time or date specified in the certificate or articles. In that event, the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is filed with or issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.
2. Notwithstanding subdivision 1, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party to which the certificate relates is delivered to the Commission for filing. If the Commission finds that the statement of cancellation complies with the requirements of law, it shall, by order, cancel the certificate.
3. A statement of cancellation shall contain:
a. The name of the limited partnership;
b. The name of the certificate and the date on which the certificate was filed with or issued by the Commission;
c. The time and date on which the Commission's certificate becomes effective; and
d. A statement that the certificate is being canceled in accordance with this section.
4. Notwithstanding subdivision 1, for purposes of §§ 50-73.2 and 50-73.56, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is filed or, in the case of a certificate of merger, issued.
5. For certificates with a delayed effective date and time, the effective date and time shall be Eastern Time.
D. Notwithstanding any other provision of law to the contrary, the Commission shall have the power to act upon a petition filed by a limited partnership at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person without authority to act for the limited partnership.
1985, c. 607; 1987, c. 702; 1991, c. 434; 1992, c. 575; 1993, c. 292; 1995, cc. 70, 368; 2000, c. 995; 2002, c. 441; 2004, c. 274; 2007, cc. 631, 771; 2008, c. 586; 2012, c. 130; 2021, Sp. Sess. I, c. 487.

Structure Code of Virginia

Code of Virginia

Title 50 - Partnerships

Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act

§ 50-73.1. Definitions

§ 50-73.2. Name

§ 50-73.3. Reserved name

§ 50-73.4. Principal office, registered office, and registered agent

§ 50-73.5. Change of registered office or registered agent

§ 50-73.6. Resignation of registered agent

§ 50-73.7. Service on limited partnership

§ 50-73.8. Records to be kept

§ 50-73.9. Nature of business

§ 50-73.10. Business transactions of partner with partnership

§ 50-73.10:1. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty

§ 50-73.11. Certificate of limited partnership

§ 50-73.11:1. Repealed

§ 50-73.11:2. Repealed

§ 50-73.11:3. Conversion of general partnership to limited partnership

§ 50-73.11:4. Effect of conversion; entity unchanged

§ 50-73.12. Amendment of certificate

§ 50-73.13. Repealed

§ 50-73.14. Repealed

§ 50-73.15. Execution of documents; penalty

§ 50-73.16. Execution by judicial act

§ 50-73.17. Filing; fees; effective time and date

§ 50-73.18. Liability for false statement in certificate

§ 50-73.19. Scope of notice

§ 50-73.20. Delivery of certificates to limited partners

§ 50-73.21. Assumed or fictitious names

§ 50-73.22. Repealed

§ 50-73.22:1. Admission of limited partners

§ 50-73.23. Voting

§ 50-73.24. Liability to third parties

§ 50-73.25. Person erroneously believing himself limited partner

§ 50-73.26. Information

§ 50-73.27. Admission of additional general partners

§ 50-73.28. Events of withdrawal

§ 50-73.29. General powers and liabilities

§ 50-73.30. Contributions by general partner

§ 50-73.31. Voting

§ 50-73.32. Form of contribution

§ 50-73.33. Liability for contribution

§ 50-73.34. Sharing of profits and losses

§ 50-73.35. Sharing of distributions

§ 50-73.36. Interim distributions

§ 50-73.37. Withdrawal of general partner

§ 50-73.38. Withdrawal of limited partner

§ 50-73.39. Repealed

§ 50-73.39:1. No right to distribution upon withdrawal

§ 50-73.40. Distribution in kind

§ 50-73.41. Right to distribution

§ 50-73.42. Limitations on distribution

§ 50-73.43. Liability upon return of contribution

§ 50-73.44. Nature of partnership interest

§ 50-73.45. Assignment of partnership interest

§ 50-73.46. Repealed

§ 50-73.46:1. Partner's transferable interest subject to charging order

§ 50-73.47. Right of assignee to become limited partner

§ 50-73.48. Power of estate of deceased or incapacitated partner

§ 50-73.48:1. Merger

§ 50-73.48:2. Approval of merger by domestic limited partnership

§ 50-73.48:3. Articles of merger

§ 50-73.48:4. Effect of merger

§ 50-73.48:5. Abandonment of merger

§ 50-73.49. Dissolution generally

§ 50-73.50. Judicial dissolution

§ 50-73.51. Winding up

§ 50-73.52. Distribution of assets

§ 50-73.52:1. Known claims against dissolved limited partnership

§ 50-73.52:2. Other claims against dissolved limited partnership

§ 50-73.52:3. Court proceedings

§ 50-73.52:4. Certificate of cancellation

§ 50-73.52:5. Automatic cancellation of limited partnership existence

§ 50-73.52:6. Involuntary cancellation of limited partnership existence

§ 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist

§ 50-73.53. Authority to transact business required; governing law

§ 50-73.54. Application for certificate of registration

§ 50-73.55. Repealed

§ 50-73.56. Name

§ 50-73.57. Amendments; amended applications for registration

§ 50-73.57:1. Liability for false statement in application

§ 50-73.57:2. Merger of foreign limited partnership registered to transact business in Commonwealth

§ 50-73.57:3. Entity conversion of foreign limited partnership registered to transact business in Commonwealth

§ 50-73.58. Voluntary cancellation of certificate of registration

§ 50-73.58:1. Automatic cancellation of certificate of registration

§ 50-73.58:2. Involuntary cancellation of certificate of registration

§ 50-73.58:3. Reinstatement of a certificate of registration that has been canceled

§ 50-73.59. Transaction of business without registration

§ 50-73.60. Action by Attorney General

§ 50-73.61. Transactions not constituting transacting business

§ 50-73.62. Right of action

§ 50-73.63. Proper plaintiff

§ 50-73.64. Pleading

§ 50-73.65. Expenses

§ 50-73.66. Annual registration fees to be assessed and collected by Commission; application of payment

§ 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships

§ 50-73.68. Repealed

§ 50-73.69. Penalty for failure to timely pay annual registration fee

§ 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds

§ 50-73.71. Collection by suit and of unpaid bills

§ 50-73.72. Construction and application

§ 50-73.73. Short title

§ 50-73.74. Repealed

§ 50-73.75. Rules for cases not provided for in this chapter

§ 50-73.76. Application to existing limited partnership

§ 50-73.76:1. Property title records

§ 50-73.77. Transition and savings provisions

§ 50-73.78. Limited partnership as registered limited liability partnership