{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.11.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.11.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.11.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.11.html"}],"law_id":54341,"edition_id":1,"section_id":54341,"structure_id":13365,"section_number":"50-73.11","catch_line":"Certificate of limited partnership","history":"1985, c. 607; 1987, c. 702; 1993, c. 292; 2001, cc. 517, 541; 2003, c. 378; 2007, c. 631; 2010, c. 675; 2013, c. 18.","full_text":"A\n\nIn order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth:1\n\nThe name of the limited partnership that satisfies the requirements of § 50-73.2;2\n\nThe post office address, including the street and number, if any, of the limited partnership’s initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a general partner of the limited partnership, an officer or director of a corporate general partner of the limited partnership, a general partner of a partnership or limited partnership that is a general partner of the limited partnership, a member or manager of a limited liability company that is a general partner of the limited partnership, a trustee of a trust that is a general partner of the limited 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;3\n\nThe name and the post office address, including the street and number, if any, of each general partner and, if a general partner is a business entity, the jurisdiction under whose law it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and4\n\nThe post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth.B\n\nThe certificate of limited partnership may set forth any other matter that the general partners determine to include therein.C\n\nA limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.","order_by":null,"text":{"0":{"id":199496,"text":"In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":199497,"text":"The name of the limited partnership that satisfies the requirements of § 50-73.2;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":199498,"text":"The post office address, including the street and number, if any, of the limited partnership’s initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a general partner of the limited partnership, an officer or director of a corporate general partner of the limited partnership, a general partner of a partnership or limited partnership that is a general partner of the limited partnership, a member or manager of a limited liability company that is a general partner of the limited partnership, a trustee of a trust that is a general partner of the limited 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;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":199499,"text":"The name and the post office address, including the street and number, if any, of each general partner and, if a general partner is a business entity, the jurisdiction under whose law it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":199500,"text":"The post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":199501,"text":"The certificate of limited partnership may set forth any other matter that the general partners determine to include therein.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":199502,"text":"A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":13365,"edition_id":1,"name":"Formation: Certificate of Limited Partnership","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 03:44:43","date_modified":"2026-06-26 03:44:43","permalink":{"id":234369,"object_type":"structure","relational_id":13365,"identifier":"2","token":"50\/2.1\/2","url":"\/50\/2.1\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13364,"edition_id":1,"name":"Virginia Revised Uniform Limited Partnership Act","identifier":"2.1","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:43","date_modified":"2026-06-26 03:44:43","permalink":{"id":234243,"object_type":"structure","relational_id":13364,"identifier":"2.1","token":"50\/2.1","url":"\/50\/2.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":54341,"structure_id":13365,"section_number":"50-73.11","catch_line":"Certificate of limited partnership","url":"\/50-73.11\/","token":"50\/2.1\/2\/50-73.11","metadata":false},{"id":79917,"structure_id":13365,"section_number":"50-73.11:1","catch_line":"Repealed","url":"\/50-73.11_1\/","token":"50\/2.1\/2\/50-73.11_1","metadata":false},{"id":85560,"structure_id":13365,"section_number":"50-73.11:2","catch_line":"Repealed","url":"\/50-73.11_2\/","token":"50\/2.1\/2\/50-73.11_2","metadata":false},{"id":56436,"structure_id":13365,"section_number":"50-73.11:3","catch_line":"Conversion of general partnership to limited partnership","url":"\/50-73.11_3\/","token":"50\/2.1\/2\/50-73.11_3","metadata":false},{"id":73707,"structure_id":13365,"section_number":"50-73.11:4","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.11_4\/","token":"50\/2.1\/2\/50-73.11_4","metadata":false},{"id":60036,"structure_id":13365,"section_number":"50-73.12","catch_line":"Amendment of certificate","url":"\/50-73.12\/","token":"50\/2.1\/2\/50-73.12","metadata":false},{"id":56306,"structure_id":13365,"section_number":"50-73.13","catch_line":"Repealed","url":"\/50-73.13\/","token":"50\/2.1\/2\/50-73.13","metadata":false},{"id":83201,"structure_id":13365,"section_number":"50-73.14","catch_line":"Repealed","url":"\/50-73.14\/","token":"50\/2.1\/2\/50-73.14","metadata":false},{"id":59951,"structure_id":13365,"section_number":"50-73.15","catch_line":"Execution of documents; penalty","url":"\/50-73.15\/","token":"50\/2.1\/2\/50-73.15","metadata":false},{"id":56523,"structure_id":13365,"section_number":"50-73.16","catch_line":"Execution by judicial act","url":"\/50-73.16\/","token":"50\/2.1\/2\/50-73.16","metadata":false},{"id":63507,"structure_id":13365,"section_number":"50-73.17","catch_line":"Filing; fees; effective time and date","url":"\/50-73.17\/","token":"50\/2.1\/2\/50-73.17","metadata":false},{"id":84784,"structure_id":13365,"section_number":"50-73.18","catch_line":"Liability for false statement in certificate","url":"\/50-73.18\/","token":"50\/2.1\/2\/50-73.18","metadata":false},{"id":59728,"structure_id":13365,"section_number":"50-73.19","catch_line":"Scope of notice","url":"\/50-73.19\/","token":"50\/2.1\/2\/50-73.19","metadata":false},{"id":56043,"structure_id":13365,"section_number":"50-73.20","catch_line":"Delivery of certificates to limited partners","url":"\/50-73.20\/","token":"50\/2.1\/2\/50-73.20","metadata":false},{"id":87254,"structure_id":13365,"section_number":"50-73.21","catch_line":"Assumed or fictitious names","url":"\/50-73.21\/","token":"50\/2.1\/2\/50-73.21","metadata":false}],"next_section":{"id":79917,"structure_id":13365,"section_number":"50-73.11:1","catch_line":"Repealed","url":"\/50-73.11_1\/","token":"50\/2.1\/2\/50-73.11_1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.11\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 607 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 7 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1987, chapter 702; in 1993, chapter 292; in 2001, chapters 517<\/a> and 541<\/a>; in 2003, chapter 378<\/a>; in 2007, chapter 631<\/a>; in 2010, chapter 675<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":56436,"section_number":"50-73.11:3","catch_line":"Conversion of general partnership to limited partnership","order_by":null,"url":"\/50-73.11_3\/"},{"id":79428,"section_number":"50-73.77","catch_line":"Transition and savings provisions","order_by":null,"url":"\/50-73.77\/"}],"refers_to":[{"id":63507,"section_number":"50-73.17","catch_line":"Filing; fees; effective time and date","order_by":null,"url":"\/50-73.17\/"},{"id":71893,"section_number":"50-73.2","catch_line":"Name","order_by":null,"url":"\/50-73.2\/"}],"permalink":{"id":234371,"object_type":"law","relational_id":54341,"identifier":"50-73.11","token":"50\/2.1\/2\/50-73.11","url":"\/50-73.11\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.11\/","token":"50\/2.1\/2\/50-73.11","dublin_core":{"Title":"Certificate of limited partnership","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.11","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In order<\/span> to form a limited partnership, a certificate of limited partnership<\/span> shall be executed and filed with the Commission<\/span> and shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited partnership that satisfies the requirements of § 50-73.2<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The post office address, including the street and number, if any, of the limited partnership’s initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a general partner<\/span> of the limited partnership, an officer or director of a corporate general partner<\/span> of the limited partnership, a general partner<\/span> of a partnership or limited partnership that is a general partner<\/span> of the limited partnership, a member or manager of a limited liability company that is a general partner<\/span> of the limited partnership, a trustee of a trust that is a general partner<\/span> of the limited partnership, or a member of the Virginia State<\/span> Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership<\/span> authorized to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name and the post office address, including the street and number, if any, of each general partner<\/span> and, if a general partner<\/span> is a business entity<\/span>, the jurisdiction<\/span> under whose law<\/span> it is incorporated, organized, or formed and, if the general partner<\/span> is of record with the Commission<\/span>, the identification number issued by the Commission<\/span> to such general partner<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The post office address, including the street and number, if any, of the principal office<\/span> of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The certificate of limited partnership<\/span> may set forth any other matter that the general partners<\/span> determine to include therein. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A limited partnership is formed at the time of the filing of the certificate of limited partnership<\/span> with the Commission<\/span> unless a later date and time are specified in the certificate of limited partnership<\/span> as provided by § 50-73.17<\/a> if, in either case, there has been substantial compliance with the requirements of this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCERTIFICATE OF LIMITED PARTNERSHIP (\u00a7 50-73.11)\n\nA. In order to form a limited partnership, a certificate of limited partnership\nshall be executed and filed with the Commission and shall set forth:\n\n 1. The name of the limited partnership that satisfies the requirements of\n § 50-73.2;\n\n 2. The post office address, including the street and number, if any, of the\n limited partnership’s initial registered office, the name of the city or\n county in which it is located, the name of its initial registered agent at\n that office, and that the agent is either (i) an individual who is a resident\n of Virginia and either a general partner of the limited partnership, an\n officer or director of a corporate general partner of the limited partnership,\n a general partner of a partnership or limited partnership that is a general\n partner of the limited partnership, a member or manager of a limited liability\n company that is a general partner of the limited partnership, a trustee of a\n trust that is a general partner of the limited partnership, or a member of the\n Virginia State Bar or (ii) a domestic or foreign stock or nonstock\n corporation, limited liability company or registered limited liability\n partnership authorized to transact business in the Commonwealth;\n\n 3. The name and the post office address, including the street and number, if\n any, of each general partner and, if a general partner is a business entity,\n the jurisdiction under whose law it is incorporated, organized, or formed and,\n if the general partner is of record with the Commission, the identification\n number issued by the Commission to such general partner; and\n\n 4. The post office address, including the street and number, if any, of the\n principal office of the limited partnership, which may be the same as the\n registered office but need not be within the Commonwealth.\n\nB. The certificate of limited partnership may set forth any other matter that\nthe general partners determine to include therein.\n\nC. A limited partnership is formed at the time of the filing of the certificate\nof limited partnership with the Commission unless a later date and time are\nspecified in the certificate of limited partnership as provided by §\n50-73.17 if, in either case, there has been substantial compliance with the\nrequirements of this section.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1993, c. 292; 2001, cc. 517, 541; 2003, c.\n378; 2007, c. 631; 2010, c. 675; 2013, c. 18.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}