{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.138.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.138.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.138.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.138.html"}],"law_id":63348,"edition_id":1,"section_id":63348,"structure_id":13667,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","history":"1996, c. 292; 2002, c. 441; 2003, c. 378; 2004, c. 274; 2009, c. 716.","full_text":"A\n\nBefore 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\n\nA statement of registration as a foreign registered limited liability partnership shall set forth the following:1\n\nThe 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\n\nThe 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\n\nIf the partnership is of record with the Commission, the identification number issued by the Commission to the partnership;4\n\nThe address, including the street and number, if any, of its principal office;5\n\nThe 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\n\nThe name of the city or county in which the registered office is located;7\n\nThe 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; and8\n\nThat the partnership thereby applies for status as a foreign registered limited liability partnership.C\n\nThe Commission shall register as a foreign registered limited liability partnership any partnership that submits a completed statement of registration with the required fee.D\n\nThe 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.","order_by":null,"text":{"0":{"id":230858,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":230859,"text":"A statement of registration as a foreign registered limited liability partnership shall set forth the following:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":230860,"text":"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;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":230861,"text":"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;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":230862,"text":"If the partnership is of record with the Commission, the identification number issued by the Commission to the partnership;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":230863,"text":"The address, including the street and number, if any, of its principal office;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":230864,"text":"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;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":230865,"text":"The name of the city or county in which the registered office is located;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":230866,"text":"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","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"9":{"id":230867,"text":"That the partnership thereby applies for status as a foreign registered limited liability partnership.","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"C"},"10":{"id":230868,"text":"The Commission shall register as a foreign registered limited liability partnership any partnership that submits a completed statement of registration with the required fee.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B8","next_prefix":"D"},"11":{"id":230869,"text":"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.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.138\/","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 4 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 2002, chapter 441<\/a>; in 2003, chapter 378<\/a>; in 2004, chapter 274<\/a>; in 2009, chapter 716<\/a>.<\/p>","references":[{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"},{"id":54628,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_2\/"},{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"}],"refers_to":[{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":69935,"section_number":"50-73.133","catch_line":"Name of registered limited liability partnership","order_by":null,"url":"\/50-73.133\/"},{"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":80469,"section_number":"50-73.135","catch_line":"Registered office and registered agent","order_by":null,"url":"\/50-73.135\/"},{"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":234995,"object_type":"law","relational_id":63348,"identifier":"50-73.138","token":"50\/2.2\/9.1\/50-73.138","url":"\/50-73.138\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.138\/","token":"50\/2.2\/9.1\/50-73.138","dublin_core":{"Title":"Registration of foreign registered limited liability partnerships","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.138","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Before transacting business<\/span> in the Commonwealth, a foreign registered limited liability partnership<\/span><\/span> shall register with the Commission<\/span>. An applicant for registration as a foreign registered limited liability partnership<\/span><\/span> shall file with the Commission<\/span> a certificate of status from the filing office in the jurisdiction<\/span> in which the foreign registered limited liability partnership<\/span><\/span> is registered and a statement<\/span> of registration as a foreign limited liability partnership setting forth the information described in subsection B. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A statement<\/span> of registration as a foreign registered limited liability partnership<\/span><\/span> shall set forth the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign registered limited liability partnership<\/span><\/span> and, if the name of the foreign registered limited liability partnership<\/span><\/span> does not comply with § 50-73.133<\/a>, a designated name for use in the Commonwealth that satisfies the requirements of § 50-73.133<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name of the state<\/span> or other jurisdiction<\/span> under whose law<\/span> it is formed and registered as a limited liability partnership, and if the registered limited liability partnership<\/span> was previously authorized or registered to transact business<\/span> in the Commonwealth as a foreign corporation, limited liability company, business<\/span> trust, limited partnership, or registered limited liability partnership<\/span>, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state<\/span> or other jurisdiction<\/span> of incorporation, organization or formation; and (iv) the entity identification number issued to it by the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the partnership is of record with the Commission<\/span>, the identification number issued by the Commission<\/span> to the partnership; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The address, including the street and number, if any, of its principal office<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> 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<\/a> et seq.) of this title shall be identical to the foreign limited partnership’s registered office address on record with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The name of the city or county in which the registered office is located; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> 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<\/a> et seq.) of this title shall be identical to the foreign limited partnership’s registered agent on record with the Commission<\/span>, 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<\/span>, an officer or director of a corporate general partner of the registered limited liability partnership<\/span>, a general partner of a general partner of the registered limited liability partnership<\/span>, a member or manager of a limited liability company that is a general partner of the registered limited liability partnership<\/span>, a trustee of a trust that is a general partner of the registered limited liability partnership<\/span>, 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<\/span> in the Commonwealth; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> That the partnership thereby applies for status as a foreign registered limited liability partnership<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The Commission<\/span> shall register as a foreign registered limited liability partnership<\/span><\/span> any partnership that submits a completed statement<\/span> of registration with the required fee. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The registration of a foreign registered limited liability partnership<\/span><\/span> shall continue until its registration is canceled pursuant to subsection C of § 50-73.134<\/a>, subsection F of § 50-73.135<\/a>, § 50-73.137:1<\/a>, or 50-73.139<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREGISTRATION OF FOREIGN REGISTERED LIMITED LIABILITY PARTNERSHIPS (\u00a7 50-73.138)\n\nA. Before transacting business in the Commonwealth, a foreign registered limited\nliability partnership shall register with the Commission. An applicant for\nregistration as a foreign registered limited liability partnership shall file\nwith the Commission a certificate of status from the filing office in the\njurisdiction in which the foreign registered limited liability partnership is\nregistered and a statement of registration as a foreign limited liability\npartnership setting forth the information described in subsection B.\n\nB. A statement of registration as a foreign registered limited liability\npartnership shall set forth the following:\n\n 1. The name of the foreign registered limited liability partnership and, if\n the name of the foreign registered limited liability partnership does not\n comply with § 50-73.133, a designated name for use in the Commonwealth\n that satisfies the requirements of § 50-73.133;\n\n 2. The name of the state or other jurisdiction under whose law it is formed\n and registered as a limited liability partnership, and if the registered\n limited liability partnership was previously authorized or registered to\n transact business in the Commonwealth as a foreign corporation, limited\n liability company, business trust, limited partnership, or registered limited\n liability partnership, with respect to every such prior authorization or\n registration, (i) the name of the entity; (ii) the entity type; (iii) the\n state or other jurisdiction of incorporation, organization or formation; and\n (iv) the entity identification number issued to it by the Commission;\n\n 3. If the partnership is of record with the Commission, the identification\n number issued by the Commission to the partnership;\n\n 4. The address, including the street and number, if any, of its principal\n office;\n\n 5. The post office address, including the street and number, if any, of its\n initial registered office, which in the case of a foreign limited partnership\n registered pursuant to Chapter 2.1 (§ 50-73.1 et seq.) of this title\n shall be identical to the foreign limited partnership’s registered\n office address on record with the Commission;\n\n 6. The name of the city or county in which the registered office is located;\n\n 7. The name of its initial registered agent at that office, which in the case\n of a foreign limited partnership registered pursuant to Chapter 2.1 (§\n 50-73.1 et seq.) of this title shall be identical to the foreign limited\n partnership’s registered agent on record with the Commission, and that\n the agent is either (i) an individual who is a resident of Virginia and is\n either a general partner of the registered limited liability partnership, an\n officer or director of a corporate general partner of the registered limited\n liability partnership, a general partner of a general partner of the\n registered limited liability partnership, a member or manager of a limited\n liability company that is a general partner of the registered limited\n liability partnership, a trustee of a trust that is a general partner of the\n registered limited liability partnership, or a member of the Virginia State\n Bar or (ii) a domestic or foreign stock or nonstock corporation, limited\n liability company, or registered limited liability partnership authorized to\n transact business in the Commonwealth; and\n\n 8. That the partnership thereby applies for status as a foreign registered\n limited liability partnership.\n\nC. The Commission shall register as a foreign registered limited liability\npartnership any partnership that submits a completed statement of registration\nwith the required fee.\n\nD. The registration of a foreign registered limited liability partnership shall\ncontinue until its registration is canceled pursuant to subsection C of §\n50-73.134, subsection F of § 50-73.135, § 50-73.137:1, or 50-73.139.\n\nHISTORY: 1996, c. 292; 2002, c. 441; 2003, c. 378; 2004, c. 274; 2009, c. 716.","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}}