{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.136.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.136.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.136.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.136.html"}],"law_id":68742,"edition_id":1,"section_id":68742,"structure_id":13667,"section_number":"50-73.136","catch_line":"Amendment of statement of registration; effect of statement of registration","history":"1996, c. 292; 2000, c. 58; 2009, c. 716; 2013, c. 18.","full_text":"A\n\nNotwithstanding the provisions of subsection D or any other provision of this chapter, the status of a partnership as a registered limited liability partnership or a foreign registered limited liability partnership, and the liability of the partners thereof, shall not be affected by (i) errors in the information stated in the statement of registration, if the statement was filed in good faith, or (ii) changes after the filing of a statement of registration in the information stated in the statement.B\n\nA statement of registration or any amendment thereto may also serve as a statement of partnership authority under § 50-73.93, a statement of denial under § 50-73.94, a statement of dissociation under § 50-73.115, or a statement of dissolution under § 50-73.121 if (i) the title of the statement indicates each purpose for which it is filed and (ii) if the statement of registration otherwise meets the requirements of the particular other statement and, to the extent that it serves as such an other statement, it may be amended, canceled or limited, in accordance with §§ 50-73.93, 50-73.94, 50-73.115 and 50-73.121, but any amendment, cancellation or limitation shall not affect the validity of the statement of registration of the partnership as a registered limited liability partnership, which may be amended only as provided in § 50-73.136 or canceled in accordance with § 50-73.137 or 50-73.139.C\n\nThe filing of a statement of registration shall be conclusive as to third parties, and it shall be incontestable by third parties that all conditions precedent to registration as a registered limited liability partnership or foreign registered limited liability partnership have been met.D\n\nA statement of registration for a registered limited liability partnership or foreign limited liability partnership is amended by filing an amendment thereto with the Commission. The amendment shall set forth: the name of the registered limited liability partnership or foreign registered limited liability partnership, the date of filing of the initial statement of registration; in the case of a foreign registered limited liability partnership, the jurisdiction in which it is registered as a limited liability partnership; and the amendment to the statement of registration. An amendment to the statement of registration shall be filed by a registered limited liability partnership or foreign registered limited liability partnership not later than thirty days after (i) a change in the name of the partnership or (ii) the partnership has knowledge that a material statement in the statement of registration was false or inaccurate when made or that any facts described therein have changed, making the statement of registration inaccurate in any material respect. An amendment to the statement of registration may be filed for any other proper purpose. Unless otherwise provided in this chapter or in the amendment to the statement of registration, an amendment to a statement of registration shall be effective at the time of its filing with the Commission.E\n\nWhenever a limited partnership that is registered as a registered limited liability partnership files a certificate of amendment to its certificate of limited partnership to change its name or the address of its principal office, or whenever a foreign limited partnership that is registered as a registered limited liability partnership files an amended application pursuant to subsection B of § 50-73.57 to amend its name or the address of its principal office in its application for registration as a foreign limited partnership, the domestic or foreign limited partnership’s statement of registration as a registered limited liability partnership shall be deemed likewise amended.","order_by":null,"text":{"0":{"id":248860,"text":"Notwithstanding the provisions of subsection D or any other provision of this chapter, the status of a partnership as a registered limited liability partnership or a foreign registered limited liability partnership, and the liability of the partners thereof, shall not be affected by (i) errors in the information stated in the statement of registration, if the statement was filed in good faith, or (ii) changes after the filing of a statement of registration in the information stated in the statement.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":248861,"text":"A statement of registration or any amendment thereto may also serve as a statement of partnership authority under § 50-73.93, a statement of denial under § 50-73.94, a statement of dissociation under § 50-73.115, or a statement of dissolution under § 50-73.121 if (i) the title of the statement indicates each purpose for which it is filed and (ii) if the statement of registration otherwise meets the requirements of the particular other statement and, to the extent that it serves as such an other statement, it may be amended, canceled or limited, in accordance with §§ 50-73.93, 50-73.94, 50-73.115 and 50-73.121, but any amendment, cancellation or limitation shall not affect the validity of the statement of registration of the partnership as a registered limited liability partnership, which may be amended only as provided in § 50-73.136 or canceled in accordance with § 50-73.137 or 50-73.139.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":248862,"text":"The filing of a statement of registration shall be conclusive as to third parties, and it shall be incontestable by third parties that all conditions precedent to registration as a registered limited liability partnership or foreign registered limited liability partnership have been met.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":248863,"text":"A statement of registration for a registered limited liability partnership or foreign limited liability partnership is amended by filing an amendment thereto with the Commission. The amendment shall set forth: the name of the registered limited liability partnership or foreign registered limited liability partnership, the date of filing of the initial statement of registration; in the case of a foreign registered limited liability partnership, the jurisdiction in which it is registered as a limited liability partnership; and the amendment to the statement of registration. An amendment to the statement of registration shall be filed by a registered limited liability partnership or foreign registered limited liability partnership not later than thirty days after (i) a change in the name of the partnership or (ii) the partnership has knowledge that a material statement in the statement of registration was false or inaccurate when made or that any facts described therein have changed, making the statement of registration inaccurate in any material respect. An amendment to the statement of registration may be filed for any other proper purpose. Unless otherwise provided in this chapter or in the amendment to the statement of registration, an amendment to a statement of registration shall be effective at the time of its filing with the Commission.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":248864,"text":"Whenever a limited partnership that is registered as a registered limited liability partnership files a certificate of amendment to its certificate of limited partnership to change its name or the address of its principal office, or whenever a foreign limited partnership that is registered as a registered limited liability partnership files an amended application pursuant to subsection B of § 50-73.57 to amend its name or the address of its principal office in its application for registration as a foreign limited partnership, the domestic or foreign limited partnership’s statement of registration as a registered limited liability partnership shall be deemed likewise amended.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.136\/","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 3 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 58<\/a>; in 2009, chapter 716<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"id":71330,"section_number":"50-73.134","catch_line":"Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status","order_by":null,"url":"\/50-73.134\/"},{"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\/"}],"refers_to":[{"id":69228,"section_number":"50-73.115","catch_line":"Statement of dissociation","order_by":null,"url":"\/50-73.115\/"},{"id":61925,"section_number":"50-73.121","catch_line":"Statement of dissolution","order_by":null,"url":"\/50-73.121\/"},{"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":84090,"section_number":"50-73.57","catch_line":"Amendments; amended applications for registration","order_by":null,"url":"\/50-73.57\/"},{"id":59704,"section_number":"50-73.93","catch_line":"Statement of partnership authority","order_by":null,"url":"\/50-73.93\/"},{"id":75044,"section_number":"50-73.94","catch_line":"Statement of denial","order_by":null,"url":"\/50-73.94\/"}],"permalink":{"id":234971,"object_type":"law","relational_id":68742,"identifier":"50-73.136","token":"50\/2.2\/9.1\/50-73.136","url":"\/50-73.136\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.136\/","token":"50\/2.2\/9.1\/50-73.136","dublin_core":{"Title":"Amendment of statement of registration; effect of statement of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.136","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding the provisions of subsection D or any other provision of this chapter, the status of a partnership as a registered limited liability partnership<\/span> or a foreign registered limited liability partnership<\/span><\/span>, and the liability of the partners thereof, shall not be affected by (i) errors in the information stated in the statement<\/span> of registration, if the statement<\/span> was filed in good faith, or (ii) changes after the filing of a statement<\/span> of registration in the information stated in the statement<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A statement<\/span> of registration or any amendment thereto may also serve as a statement<\/span> of partnership authority under § 50-73.93<\/a>, a statement<\/span> of denial under § 50-73.94<\/a>, a statement<\/span> of dissociation under § 50-73.115<\/a>, or a statement<\/span> of dissolution under § 50-73.121<\/a> if (i) the title of the statement<\/span> indicates each purpose for which it is filed and (ii) if the statement<\/span> of registration otherwise meets the requirements of the particular other statement<\/span> and, to the extent that it serves as such an other statement<\/span>, it may be amended, canceled or limited, in accordance with §§ 50-73.93<\/a>, 50-73.94<\/a>, 50-73.115<\/a> and 50-73.121<\/a>, but any amendment, cancellation or limitation shall not affect the validity of the statement<\/span> of registration of the partnership as a registered limited liability partnership<\/span>, which may be amended only as provided in § 50-73.136<\/a> or canceled in accordance with § 50-73.137<\/a> or 50-73.139<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The filing of a statement<\/span> of registration shall be conclusive as to third parties, and it shall be incontestable by third parties that all conditions precedent<\/span> to registration as a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> have been met. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A statement<\/span> of registration for a registered limited liability partnership<\/span> or foreign limited liability partnership is amended by filing an amendment thereto with the Commission<\/span>. The amendment shall set forth: the name of the registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span>, the date of filing of the initial statement<\/span> of registration; in the case of a foreign registered limited liability partnership<\/span><\/span>, the jurisdiction<\/span> in which it is registered as a limited liability partnership; and the amendment to the statement<\/span> of registration. An amendment to the statement<\/span> of registration shall be filed by a registered limited liability partnership<\/span> or foreign registered limited liability partnership<\/span><\/span> not later than thirty days after (i) a change in the name of the partnership or (ii) the partnership has knowledge that a material<\/span> statement<\/span> in the statement<\/span> of registration was false or inaccurate when made or that any facts<\/span> described therein have changed, making the statement<\/span> of registration inaccurate in any material<\/span> respect. An amendment to the statement<\/span> of registration may be filed for any other proper purpose. Unless otherwise provided in this chapter or in the amendment to the statement<\/span> of registration, an amendment to a statement<\/span> of registration shall be effective at the time of its filing with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Whenever a limited partnership that is registered as a registered limited liability partnership<\/span> files a certificate of amendment to its certificate of limited partnership to change its name or the address of its principal office<\/span>, or whenever a foreign limited partnership that is registered as a registered limited liability partnership<\/span> files an amended application pursuant to subsection B of § 50-73.57<\/a> to amend<\/span> its name or the address of its principal office<\/span> in its application for registration as a foreign limited partnership, the domestic or foreign limited partnership’s statement<\/span> of registration as a registered limited liability partnership<\/span> shall be deemed likewise amended. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF STATEMENT OF REGISTRATION; EFFECT OF STATEMENT OF REGISTRATION (\u00a7\n50-73.136)\n\nA. Notwithstanding the provisions of subsection D or any other provision of this\nchapter, the status of a partnership as a registered limited liability\npartnership or a foreign registered limited liability partnership, and the\nliability of the partners thereof, shall not be affected by (i) errors in the\ninformation stated in the statement of registration, if the statement was filed\nin good faith, or (ii) changes after the filing of a statement of registration\nin the information stated in the statement.\n\nB. A statement of registration or any amendment thereto may also serve as a\nstatement of partnership authority under § 50-73.93, a statement of denial\nunder § 50-73.94, a statement of dissociation under § 50-73.115, or a\nstatement of dissolution under § 50-73.121 if (i) the title of the\nstatement indicates each purpose for which it is filed and (ii) if the statement\nof registration otherwise meets the requirements of the particular other\nstatement and, to the extent that it serves as such an other statement, it may\nbe amended, canceled or limited, in accordance with §§ 50-73.93,\n50-73.94, 50-73.115 and 50-73.121, but any amendment, cancellation or limitation\nshall not affect the validity of the statement of registration of the\npartnership as a registered limited liability partnership, which may be amended\nonly as provided in § 50-73.136 or canceled in accordance with §\n50-73.137 or 50-73.139.\n\nC. The filing of a statement of registration shall be conclusive as to third\nparties, and it shall be incontestable by third parties that all conditions\nprecedent to registration as a registered limited liability partnership or\nforeign registered limited liability partnership have been met.\n\nD. A statement of registration for a registered limited liability partnership or\nforeign limited liability partnership is amended by filing an amendment thereto\nwith the Commission. The amendment shall set forth: the name of the registered\nlimited liability partnership or foreign registered limited liability\npartnership, the date of filing of the initial statement of registration; in the\ncase of a foreign registered limited liability partnership, the jurisdiction in\nwhich it is registered as a limited liability partnership; and the amendment to\nthe statement of registration. An amendment to the statement of registration\nshall be filed by a registered limited liability partnership or foreign\nregistered limited liability partnership not later than thirty days after (i) a\nchange in the name of the partnership or (ii) the partnership has knowledge that\na material statement in the statement of registration was false or inaccurate\nwhen made or that any facts described therein have changed, making the statement\nof registration inaccurate in any material respect. An amendment to the\nstatement of registration may be filed for any other proper purpose. Unless\notherwise provided in this chapter or in the amendment to the statement of\nregistration, an amendment to a statement of registration shall be effective at\nthe time of its filing with the Commission.\n\nE. Whenever a limited partnership that is registered as a registered limited\nliability partnership files a certificate of amendment to its certificate of\nlimited partnership to change its name or the address of its principal office,\nor whenever a foreign limited partnership that is registered as a registered\nlimited liability partnership files an amended application pursuant to\nsubsection B of § 50-73.57 to amend its name or the address of its\nprincipal office in its application for registration as a foreign limited\npartnership, the domestic or foreign limited partnership’s statement of\nregistration as a registered limited liability partnership shall be deemed\nlikewise amended.\n\nHISTORY: 1996, c. 292; 2000, c. 58; 2009, 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}}