{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.134.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.134.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.134.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.134.html"}],"law_id":71330,"edition_id":1,"section_id":71330,"structure_id":13667,"section_number":"50-73.134","catch_line":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","history":"1996, c. 292; 2000, c. 5; 2002, c. 441; 2004, c. 601; 2007, c. 631; 2009, c. 716; 2013, c. 18.","full_text":"A\n\nOn or before July 1 of each year after the calendar year in which it became registered under § 50-73.132, each registered limited liability partnership and each foreign registered limited liability partnership authorized to transact business in this Commonwealth shall file an annual continuation report with the Commission setting forth the name of the partnership, the partnership’s current principal office address and, if a foreign registered limited liability partnership, the jurisdiction in which it is registered as a registered limited liability partnership. If the report appears to be incomplete or inaccurate, the Commission shall return it for correction or explanation. Otherwise, it shall be deemed filed in the office of the clerk of the Commission. The report shall be made on forms furnished by the Commission and shall be forwarded by the clerk of the Commission, before June 1, to each registered limited liability partnership.B\n\nThe information required shall be given as of the date of the execution of the report, and it shall be executed by a partner in the registered limited liability partnership or foreign registered limited liability partnership or, if a receiver or trustee has been appointed for the partnership, by the receiver or trustee on behalf of the registered limited liability partnership or foreign registered limited liability partnership. The report shall be accompanied by the fee prescribed in subdivision F 2 of § 50-73.83.C\n\nIf any registered limited liability partnership or foreign registered limited liability partnership fails to pay the fee or file any report required by this section on or before September 1 of the year due, the Commission shall mail notice to the partnership of the impending cancellation of its registration. Whether or not such notice is mailed, if the partnership fails to file the report or pay the fee on or before November 1 of the year it is due, the registration of the partnership shall be automatically canceled and the partnership shall automatically cease to be a registered limited liability partnership or foreign registered limited liability partnership as of November 1, but shall continue to be a partnership or limited partnership, as the case may be, under this title.D\n\nAny partnership formed under the laws of the Commonwealth that has ceased to be a registered limited liability partnership under subsection C shall not be considered to have dissolved as a result of ceasing to be a registered limited liability partnership.E\n\nA registered limited liability partnership or foreign registered limited liability partnership that has ceased to be a registered limited liability partnership or a foreign registered limited liability partnership under subsection C, subsection F of \u00a7 50-73.135, \u00a7 50-73.137, 50-73.137:1, or 50-73.139, as the case may be, may apply to the Commission to have its status as a registered limited liability partnership or foreign registered limited liability partnership restored within five years of the date on which its status was canceled. To have its status restored, a registered limited liability partnership or foreign registered limited liability partnership shall provide the Commission with the following:1\n\nAn application for restoration signed by a partner of a partnership or a general partner of a limited partnership, as the case may be;2\n\nA restoration fee of $100;3\n\nAn annual continuation report and payment of the fee due upon filing the annual continuation report for the year in which restoration is sought, unless the report previously was filed;4\n\nAll fees that were due before its status as a registered limited liability partnership or foreign registered limited liability partnership was canceled and that would have become due thereafter for the filing of its annual continuation reports if its status had not been canceled;5\n\nAny amendment to its statement of registration with the Commission as required by subsection D of § 50-73.136; and6\n\nIf the registered limited liability partnership’s or foreign registered limited liability partnership’s registered agent has filed a certificate of resignation and a new registered agent has not been appointed, a certificate of change pursuant to § 50-73.135.F\n\nThe automatic cancellation of a foreign registered limited liability partnership’s registration constitutes the appointment of the clerk of the Commission as the foreign registered limited liability partnership’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign registered limited liability partnership and shall be made on the clerk in accordance with § 12.1-19.1.G\n\nCancellation of a foreign registered limited liability partnership’s registration does not terminate the authority of the registered agent of the foreign registered limited liability partnership.H\n\nA registered limited liability partnership or foreign registered limited liability partnership that has ceased to be a registered limited liability partnership or foreign registered limited liability partnership under this section, subsection F of § 50-73.135, § 50-73.137, 50-73.137:1, or 50-73.139 that restores its status as a registered limited liability partnership or foreign registered limited liability partnership shall be deemed not to have lost its status as a registered limited liability partnership or foreign registered limited liability partnership under this article.I\n\nThe Commission shall not file with respect to any domestic or foreign registered limited liability partnership any statement referred to in this chapter until all annual continuation reports required to be filed with the Commission under this article have been filed.","order_by":null,"text":{"0":{"id":257127,"text":"On or before July 1 of each year after the calendar year in which it became registered under § 50-73.132, each registered limited liability partnership and each foreign registered limited liability partnership authorized to transact business in this Commonwealth shall file an annual continuation report with the Commission setting forth the name of the partnership, the partnership’s current principal office address and, if a foreign registered limited liability partnership, the jurisdiction in which it is registered as a registered limited liability partnership. If the report appears to be incomplete or inaccurate, the Commission shall return it for correction or explanation. Otherwise, it shall be deemed filed in the office of the clerk of the Commission. The report shall be made on forms furnished by the Commission and shall be forwarded by the clerk of the Commission, before June 1, to each registered limited liability partnership.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":257128,"text":"The information required shall be given as of the date of the execution of the report, and it shall be executed by a partner in the registered limited liability partnership or foreign registered limited liability partnership or, if a receiver or trustee has been appointed for the partnership, by the receiver or trustee on behalf of the registered limited liability partnership or foreign registered limited liability partnership. The report shall be accompanied by the fee prescribed in subdivision F 2 of § 50-73.83.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":257129,"text":"If any registered limited liability partnership or foreign registered limited liability partnership fails to pay the fee or file any report required by this section on or before September 1 of the year due, the Commission shall mail notice to the partnership of the impending cancellation of its registration. Whether or not such notice is mailed, if the partnership fails to file the report or pay the fee on or before November 1 of the year it is due, the registration of the partnership shall be automatically canceled and the partnership shall automatically cease to be a registered limited liability partnership or foreign registered limited liability partnership as of November 1, but shall continue to be a partnership or limited partnership, as the case may be, under this title.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":257130,"text":"Any partnership formed under the laws of the Commonwealth that has ceased to be a registered limited liability partnership under subsection C shall not be considered to have dissolved as a result of ceasing to be a registered limited liability partnership.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":257131,"text":"A registered limited liability partnership or foreign registered limited liability partnership that has ceased to be a registered limited liability partnership or a foreign registered limited liability partnership under subsection C, subsection F of \u00a7 50-73.135, \u00a7 50-73.137, 50-73.137:1, or 50-73.139, as the case may be, may apply to the Commission to have its status as a registered limited liability partnership or foreign registered limited liability partnership restored within five years of the date on which its status was canceled. To have its status restored, a registered limited liability partnership or foreign registered limited liability partnership shall provide the Commission with the following:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"5":{"id":257132,"text":"An application for restoration signed by a partner of a partnership or a general partner of a limited partnership, as the case may be;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"6":{"id":257133,"text":"A restoration fee of $100;","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"7":{"id":257134,"text":"An annual continuation report and payment of the fee due upon filing the annual continuation report for the year in which restoration is sought, unless the report previously was filed;","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"8":{"id":257135,"text":"All fees that were due before its status as a registered limited liability partnership or foreign registered limited liability partnership was canceled and that would have become due thereafter for the filing of its annual continuation reports if its status had not been canceled;","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"E5"},"9":{"id":257136,"text":"Any amendment to its statement of registration with the Commission as required by subsection D of § 50-73.136; and","type":"section","prefixes":["E","5"],"prefix":"5","entire_prefix":"E5","prefix_anchor":"E5","level":2,"prior_prefix":"E4","next_prefix":"E6"},"10":{"id":257137,"text":"If the registered limited liability partnership’s or foreign registered limited liability partnership’s registered agent has filed a certificate of resignation and a new registered agent has not been appointed, a certificate of change pursuant to § 50-73.135.","type":"section","prefixes":["E","6"],"prefix":"6","entire_prefix":"E6","prefix_anchor":"E6","level":2,"prior_prefix":"E5","next_prefix":"F"},"11":{"id":257138,"text":"The automatic cancellation of a foreign registered limited liability partnership’s registration constitutes the appointment of the clerk of the Commission as the foreign registered limited liability partnership’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign registered limited liability partnership and shall be made on the clerk in accordance with § 12.1-19.1.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E6","next_prefix":"G"},"12":{"id":257139,"text":"Cancellation of a foreign registered limited liability partnership’s registration does not terminate the authority of the registered agent of the foreign registered limited liability partnership.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"13":{"id":257140,"text":"A registered limited liability partnership or foreign registered limited liability partnership that has ceased to be a registered limited liability partnership or foreign registered limited liability partnership under this section, subsection F of § 50-73.135, § 50-73.137, 50-73.137:1, or 50-73.139 that restores its status as a registered limited liability partnership or foreign registered limited liability partnership shall be deemed not to have lost its status as a registered limited liability partnership or foreign registered limited liability partnership under this article.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"14":{"id":257141,"text":"The Commission shall not file with respect to any domestic or foreign registered limited liability partnership any statement referred to in this chapter until all annual continuation reports required to be filed with the Commission under this article have been filed.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"ancestry":[{"id":13667,"edition_id":1,"name":"Registered Limited Liability Partnerships","identifier":"9.1","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:45:31","date_modified":"2026-06-26 03:45:31","permalink":{"id":234953,"object_type":"structure","relational_id":13667,"identifier":"9.1","token":"50\/2.2\/9.1","url":"\/50\/2.2\/9.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","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":56977,"structure_id":13667,"section_number":"50-73.132","catch_line":"Registered limited liability partnerships","url":"\/50-73.132\/","token":"50\/2.2\/9.1\/50-73.132","metadata":false},{"id":69935,"structure_id":13667,"section_number":"50-73.133","catch_line":"Name of registered limited liability partnership","url":"\/50-73.133\/","token":"50\/2.2\/9.1\/50-73.133","metadata":false},{"id":71330,"structure_id":13667,"section_number":"50-73.134","catch_line":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","url":"\/50-73.134\/","token":"50\/2.2\/9.1\/50-73.134","metadata":false},{"id":80469,"structure_id":13667,"section_number":"50-73.135","catch_line":"Registered office and registered agent","url":"\/50-73.135\/","token":"50\/2.2\/9.1\/50-73.135","metadata":false},{"id":68742,"structure_id":13667,"section_number":"50-73.136","catch_line":"Amendment of statement of registration; effect of statement of registration","url":"\/50-73.136\/","token":"50\/2.2\/9.1\/50-73.136","metadata":false},{"id":62017,"structure_id":13667,"section_number":"50-73.137","catch_line":"Cancellation of a registered limited liability partnership","url":"\/50-73.137\/","token":"50\/2.2\/9.1\/50-73.137","metadata":false},{"id":79725,"structure_id":13667,"section_number":"50-73.137:1","catch_line":"Effect of cancellation of limited partnership certificate or registration","url":"\/50-73.137_1\/","token":"50\/2.2\/9.1\/50-73.137_1","metadata":false},{"id":85268,"structure_id":13667,"section_number":"50-73.137:2","catch_line":"Known claims against dissolved registered limited liability partnership","url":"\/50-73.137_2\/","token":"50\/2.2\/9.1\/50-73.137_2","metadata":false},{"id":67846,"structure_id":13667,"section_number":"50-73.137:3","catch_line":"Other claims against dissolved registered limited liability partnership","url":"\/50-73.137_3\/","token":"50\/2.2\/9.1\/50-73.137_3","metadata":false},{"id":74774,"structure_id":13667,"section_number":"50-73.137:4","catch_line":"Court proceedings","url":"\/50-73.137_4\/","token":"50\/2.2\/9.1\/50-73.137_4","metadata":false},{"id":63348,"structure_id":13667,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","url":"\/50-73.138\/","token":"50\/2.2\/9.1\/50-73.138","metadata":false},{"id":79025,"structure_id":13667,"section_number":"50-73.139","catch_line":"Withdrawal of a foreign registered limited liability partnership","url":"\/50-73.139\/","token":"50\/2.2\/9.1\/50-73.139","metadata":false},{"id":54645,"structure_id":13667,"section_number":"50-73.140","catch_line":"Effect of failure of foreign registered limited liability partnership to register","url":"\/50-73.140\/","token":"50\/2.2\/9.1\/50-73.140","metadata":false},{"id":57246,"structure_id":13667,"section_number":"50-73.141","catch_line":"Applicability of chapter to foreign and interstate commerce","url":"\/50-73.141\/","token":"50\/2.2\/9.1\/50-73.141","metadata":false},{"id":83783,"structure_id":13667,"section_number":"50-73.142","catch_line":"Limited partnerships as registered limited liability partnerships","url":"\/50-73.142\/","token":"50\/2.2\/9.1\/50-73.142","metadata":false},{"id":65341,"structure_id":13667,"section_number":"50-73.143","catch_line":"Registration certificate required for registered limited liability partnership engaged in practice of law","url":"\/50-73.143\/","token":"50\/2.2\/9.1\/50-73.143","metadata":false}],"previous_section":{"id":69935,"structure_id":13667,"section_number":"50-73.133","catch_line":"Name of registered limited liability partnership","url":"\/50-73.133\/","token":"50\/2.2\/9.1\/50-73.133","metadata":false},"next_section":{"id":80469,"structure_id":13667,"section_number":"50-73.135","catch_line":"Registered office and registered agent","url":"\/50-73.135\/","token":"50\/2.2\/9.1\/50-73.135","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.134\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> 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. It has been modified 6 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 2000, chapter 5<\/a>; in 2002, chapter 441<\/a>; in 2004, chapter 601<\/a>; in 2007, chapter 631<\/a>; in 2009, chapter 716<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"id":56977,"section_number":"50-73.132","catch_line":"Registered limited liability partnerships","order_by":null,"url":"\/50-73.132\/"},{"id":79725,"section_number":"50-73.137:1","catch_line":"Effect of cancellation of limited partnership certificate or registration","order_by":null,"url":"\/50-73.137_1\/"},{"id":63348,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","order_by":null,"url":"\/50-73.138\/"},{"id":74972,"section_number":"8.01-304","catch_line":"How process served on copartner or partnership, domestic or foreign limited liability partnership, and domestic or foreign limited partnership","order_by":null,"url":"\/8.01-304\/"}],"refers_to":[{"id":56977,"section_number":"50-73.132","catch_line":"Registered limited liability partnerships","order_by":null,"url":"\/50-73.132\/"},{"id":80469,"section_number":"50-73.135","catch_line":"Registered office and registered agent","order_by":null,"url":"\/50-73.135\/"},{"id":68742,"section_number":"50-73.136","catch_line":"Amendment of statement of registration; effect of statement of registration","order_by":null,"url":"\/50-73.136\/"},{"id":62017,"section_number":"50-73.137","catch_line":"Cancellation of a registered limited liability partnership","order_by":null,"url":"\/50-73.137\/"},{"id":79725,"section_number":"50-73.137:1","catch_line":"Effect of cancellation of limited partnership certificate or registration","order_by":null,"url":"\/50-73.137_1\/"},{"id":79025,"section_number":"50-73.139","catch_line":"Withdrawal of a foreign registered limited liability partnership","order_by":null,"url":"\/50-73.139\/"}],"permalink":{"id":234963,"object_type":"law","relational_id":71330,"identifier":"50-73.134","token":"50\/2.2\/9.1\/50-73.134","url":"\/50-73.134\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.134\/","token":"50\/2.2\/9.1\/50-73.134","dublin_core":{"Title":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.134","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> On or before July 1 of each year after the calendar year in which it became registered under § 50-73.132<\/a>, each registered limited liability partnership<\/span> and each foreign registered limited liability partnership<\/span><\/span> authorized to transact business<\/span> in this Commonwealth shall file an annual continuation report with the Commission<\/span> setting forth the name of the partnership, the partnership’s current principal office<\/span> address and, if a foreign registered limited liability partnership<\/span><\/span>, the jurisdiction<\/span> in which it is registered as a registered limited liability partnership<\/span>. If the report appears to be incomplete or inaccurate, the Commission<\/span> shall return it for correction or explanation. Otherwise, it shall be deemed filed in the office of the clerk of the Commission<\/span>. The report shall be made on forms furnished by the Commission<\/span> and shall be forwarded by the clerk of the Commission<\/span>, before June 1, to each registered limited liability partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The information required shall be given as of the date of the execution of the report, and it shall be executed by a partner in the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> or, if a receiver or trustee has been appointed for the partnership, by the receiver or trustee on behalf of the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span>. The report shall be accompanied by the fee prescribed in subdivision F 2 of § 50-73.83<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If any registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> fails to pay the fee or file any report required by this section on or before September 1 of the year due, the Commission<\/span> shall mail notice to the partnership of the impending cancellation of its registration. Whether or not such notice is mailed, if the partnership fails to file the report or pay the fee on or before November 1 of the year it is due, the registration of the partnership shall be automatically canceled and the partnership shall automatically cease to be a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> as of November 1, but shall continue to be a partnership or limited partnership, as the case may be, under this title. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Any partnership formed under the laws<\/span> of the Commonwealth that has ceased to be a registered limited liability partnership<\/span> under subsection C shall not be considered to have dissolved as a result of ceasing to be a registered limited liability partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> that has ceased to be a registered limited liability partnership<\/span> or a foreign registered limited liability partnership<\/span><\/span> under subsection C, subsection F of \u00a7 50-73.135<\/a>, \u00a7 50-73.137<\/a>, 50-73.137:1<\/a>, or 50-73.139<\/a>, as the case may be, may apply to the Commission<\/span> to have its status as a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> restored within five years of the date on which its status was canceled. To have its status restored, a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> shall provide the Commission<\/span> with the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An application for restoration signed by a partner of a partnership or a general partner of a limited partnership, as the case may be; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A restoration fee of $100; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An annual continuation report and payment of the fee due upon filing the annual continuation report for the year in which restoration is sought, unless the report previously was filed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> All fees that were due before its status as a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> was canceled and that would have become due thereafter for the filing of its annual continuation reports if its status had not been canceled; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any amendment to its statement<\/span> of registration with the Commission<\/span> as required by subsection D of § 50-73.136<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the registered limited liability partnership<\/span>’s or foreign registered limited liability partnership<\/span><\/span>’s registered agent has filed a certificate of resignation and a new registered agent has not been appointed, a certificate of change pursuant to § 50-73.135<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The automatic cancellation of a foreign registered limited liability partnership<\/span><\/span>’s registration constitutes the appointment of the clerk of the Commission<\/span> as the foreign registered limited liability partnership<\/span><\/span>’s agent for service of process<\/span> in any proceeding based on a cause of action<\/span> arising during the time the foreign registered limited liability partnership<\/span><\/span> was registered to transact business<\/span> in the Commonwealth. Service of process<\/span> on the clerk of the Commission<\/span> under this subsection is service on the foreign registered limited liability partnership<\/span><\/span> and shall be made on the clerk in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Cancellation of a foreign registered limited liability partnership<\/span><\/span>’s registration does not terminate the authority of the registered agent of the foreign registered limited liability partnership<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> that has ceased to be a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> under this section, subsection F of § 50-73.135<\/a>, § 50-73.137<\/a>, 50-73.137:1<\/a>, or 50-73.139<\/a> that restores its status as a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> shall be deemed not to have lost its status as a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> under this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> The Commission<\/span> shall not file with respect to any domestic or foreign registered limited liability partnership<\/span><\/span> any statement<\/span> referred to in this chapter until all annual continuation reports required to be filed with the Commission<\/span> under this article have been filed. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTERED LIMITED LIABILITY PARTNERSHIP ANNUAL CONTINUATION REPORTS; AUTOMATIC\nCANCELLATION OF REGISTRATION; RESTORATION OF STATUS (\u00a7 50-73.134)\n\nA. On or before July 1 of each year after the calendar year in which it became\nregistered under § 50-73.132, each registered limited liability partnership\nand each foreign registered limited liability partnership authorized to transact\nbusiness in this Commonwealth shall file an annual continuation report with the\nCommission setting forth the name of the partnership, the partnership’s\ncurrent principal office address and, if a foreign registered limited liability\npartnership, the jurisdiction in which it is registered as a registered limited\nliability partnership. If the report appears to be incomplete or inaccurate, the\nCommission shall return it for correction or explanation. Otherwise, it shall be\ndeemed filed in the office of the clerk of the Commission. The report shall be\nmade on forms furnished by the Commission and shall be forwarded by the clerk of\nthe Commission, before June 1, to each registered limited liability partnership.\n\nB. The information required shall be given as of the date of the execution of\nthe report, and it shall be executed by a partner in the registered limited\nliability partnership or foreign registered limited liability partnership or, if\na receiver or trustee has been appointed for the partnership, by the receiver or\ntrustee on behalf of the registered limited liability partnership or foreign\nregistered limited liability partnership. The report shall be accompanied by the\nfee prescribed in subdivision F 2 of § 50-73.83.\n\nC. If any registered limited liability partnership or foreign registered limited\nliability partnership fails to pay the fee or file any report required by this\nsection on or before September 1 of the year due, the Commission shall mail\nnotice to the partnership of the impending cancellation of its registration.\nWhether or not such notice is mailed, if the partnership fails to file the\nreport or pay the fee on or before November 1 of the year it is due, the\nregistration of the partnership shall be automatically canceled and the\npartnership shall automatically cease to be a registered limited liability\npartnership or foreign registered limited liability partnership as of November\n1, but shall continue to be a partnership or limited partnership, as the case\nmay be, under this title.\n\nD. Any partnership formed under the laws of the Commonwealth that has ceased to\nbe a registered limited liability partnership under subsection C shall not be\nconsidered to have dissolved as a result of ceasing to be a registered limited\nliability partnership.\n\nE. A registered limited liability partnership or foreign registered limited\nliability partnership that has ceased to be a registered limited liability\npartnership or a foreign registered limited liability partnership under\nsubsection C, subsection F of \u00a7 50-73.135, \u00a7 50-73.137, 50-73.137:1, or\n50-73.139, as the case may be, may apply to the Commission to have its status as\na registered limited liability partnership or foreign registered limited\nliability partnership restored within five years of the date on which its status\nwas canceled. To have its status restored, a registered limited liability\npartnership or foreign registered limited liability partnership shall provide\nthe Commission with the following:\n\n 1. An application for restoration signed by a partner of a partnership or a\n general partner of a limited partnership, as the case may be;\n\n 2. A restoration fee of $100;\n\n 3. An annual continuation report and payment of the fee due upon filing the\n annual continuation report for the year in which restoration is sought, unless\n the report previously was filed;\n\n 4. All fees that were due before its status as a registered limited liability\n partnership or foreign registered limited liability partnership was canceled\n and that would have become due thereafter for the filing of its annual\n continuation reports if its status had not been canceled;\n\n 5. Any amendment to its statement of registration with the Commission as\n required by subsection D of § 50-73.136; and\n\n 6. If the registered limited liability partnership’s or foreign\n registered limited liability partnership’s registered agent has filed a\n certificate of resignation and a new registered agent has not been appointed,\n a certificate of change pursuant to § 50-73.135.\n\nF. The automatic cancellation of a foreign registered limited liability\npartnership’s registration constitutes the appointment of the clerk of the\nCommission as the foreign registered limited liability partnership’s agent\nfor service of process in any proceeding based on a cause of action arising\nduring the time the foreign registered limited liability partnership was\nregistered to transact business in the Commonwealth. Service of process on the\nclerk of the Commission under this subsection is service on the foreign\nregistered limited liability partnership and shall be made on the clerk in\naccordance with § 12.1-19.1.\n\nG. Cancellation of a foreign registered limited liability partnership’s\nregistration does not terminate the authority of the registered agent of the\nforeign registered limited liability partnership.\n\nH. A registered limited liability partnership or foreign registered limited\nliability partnership that has ceased to be a registered limited liability\npartnership or foreign registered limited liability partnership under this\nsection, subsection F of § 50-73.135, § 50-73.137, 50-73.137:1, or\n50-73.139 that restores its status as a registered limited liability partnership\nor foreign registered limited liability partnership shall be deemed not to have\nlost its status as a registered limited liability partnership or foreign\nregistered limited liability partnership under this article.\n\nI. The Commission shall not file with respect to any domestic or foreign\nregistered limited liability partnership any statement referred to in this\nchapter until all annual continuation reports required to be filed with the\nCommission under this article have been filed.\n\nHISTORY: 1996, c. 292; 2000, c. 5; 2002, c. 441; 2004, c. 601; 2007, c. 631;\n2009, c. 716; 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}}