{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.54.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.54.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.54.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.54.html"}],"law_id":81864,"edition_id":1,"section_id":81864,"structure_id":13654,"section_number":"50-73.54","catch_line":"Application for certificate of registration","history":"1985, c. 607; 1987, c. 702; 2002, c. 441; 2003, c. 378; 2004, c. 274; 2007, c. 631; 2010, c. 675; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nTo obtain a certificate of registration to transact business in the Commonwealth, a foreign limited partnership shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name of the foreign limited partnership by a general partner and set forth:1\n\nThe name of the foreign limited partnership and, if the limited partnership is prevented by &#xA7; 50-73.56 from using its own name in the Commonwealth, a designated name that satisfies the requirements of &#xA7; 50-73.56;2\n\nThe foreign limited partnership&#8217;s jurisdiction of formation, and if the foreign limited partnership was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, nonstock 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\nThe foreign limited partnership&#8217;s original date of formation, organization, or incorporation as an entity and its period of duration;4\n\nThe address of the proposed registered office of the foreign limited partnership in the Commonwealth, including both (i) the post office address, including the street and number, if any, and (ii) the name of the city or county in which it is located and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either (1) a general partner of the limited partnership, (2) an officer or director of a stock or nonstock corporation that is a general partner of the limited partnership, (3) a partner of a partnership that is a general partner of the limited partnership, (4) a general partner of a limited partnership that is a general partner of the limited partnership, (5) a member or manager of a limited liability company that is a general partner of the limited partnership, (6) a trustee of a trust that is a general partner of the limited partnership, or (7) a member of the Virginia State Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth;5\n\nA statement that the Clerk of the Commission is irrevocably appointed the agent of the foreign limited partnership for service of process if the foreign limited partnership fails to maintain a registered agent in the Commonwealth as required by &#xA7; 50-73.4, the registered agent&#8217;s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;6\n\nThe name and 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 the general partner is incorporated, organized, or formed, and, if it is of record with the Commission, the identification number issued by the Commission to such general partner; and7\n\nThe post office address, including the street and number, if any, of the foreign limited partnership&#8217;s principal office, at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to maintain those records until the foreign limited partnership&#8217;s registration in the Commonwealth is canceled or withdrawn.B\n\nThe foreign limited partnership shall deliver with the completed application a copy of its certificate of limited partnership or, if there is no such certificate, a copy of the partnership agreement and all amendments and corrections thereto filed in the foreign limited partnership&#8217;s jurisdiction of formation, duly authenticated by the secretary of state or other official having custody of limited partnership records in its jurisdiction of formation.C\n\nA foreign limited partnership is not precluded from receiving a certificate of registration to transact business in the Commonwealth because of any difference between the law of the foreign limited partnership&#8217;s jurisdiction of formation and the law of the Commonwealth.D\n\nIf the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth.","order_by":null,"text":{"0":{"id":293306,"text":"To obtain a certificate of registration to transact business in the Commonwealth, a foreign limited partnership shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name of the foreign limited partnership by a general partner and set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":293307,"text":"The name of the foreign limited partnership and, if the limited partnership is prevented by &#xA7; 50-73.56 from using its own name in the Commonwealth, a designated name that satisfies the requirements of &#xA7; 50-73.56;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":293308,"text":"The foreign limited partnership&#8217;s jurisdiction of formation, and if the foreign limited partnership was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, nonstock 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":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":293309,"text":"The foreign limited partnership&#8217;s original date of formation, organization, or incorporation as an entity and its period of duration;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":293310,"text":"The address of the proposed registered office of the foreign limited partnership in the Commonwealth, including both (i) the post office address, including the street and number, if any, and (ii) the name of the city or county in which it is located and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either (1) a general partner of the limited partnership, (2) an officer or director of a stock or nonstock corporation that is a general partner of the limited partnership, (3) a partner of a partnership that is a general partner of the limited partnership, (4) a general partner of a limited partnership that is a general partner of the limited partnership, (5) a member or manager of a limited liability company that is a general partner of the limited partnership, (6) a trustee of a trust that is a general partner of the limited partnership, or (7) a member of the Virginia State Bar or (b) 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","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":293311,"text":"A statement that the Clerk of the Commission is irrevocably appointed the agent of the foreign limited partnership for service of process if the foreign limited partnership fails to maintain a registered agent in the Commonwealth as required by &#xA7; 50-73.4, the registered agent&#8217;s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":293312,"text":"The name and 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 the general partner is incorporated, organized, or formed, and, if it is of record with the Commission, the identification number issued by the Commission to such general partner; and","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":293313,"text":"The post office address, including the street and number, if any, of the foreign limited partnership&#8217;s principal office, at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to maintain those records until the foreign limited partnership&#8217;s registration in the Commonwealth is canceled or withdrawn.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":293314,"text":"The foreign limited partnership shall deliver with the completed application a copy of its certificate of limited partnership or, if there is no such certificate, a copy of the partnership agreement and all amendments and corrections thereto filed in the foreign limited partnership&#8217;s jurisdiction of formation, duly authenticated by the secretary of state or other official having custody of limited partnership records in its jurisdiction of formation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"C"},"9":{"id":293315,"text":"A foreign limited partnership is not precluded from receiving a certificate of registration to transact business in the Commonwealth because of any difference between the law of the foreign limited partnership&#8217;s jurisdiction of formation and the law of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"10":{"id":293316,"text":"If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13654,"edition_id":1,"name":"Foreign Limited Partnerships","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 03:45:29","date_modified":"2026-06-26 03:45:29","permalink":{"id":234629,"object_type":"structure","relational_id":13654,"identifier":"9","token":"50\/2.1\/9","url":"\/50\/2.1\/9\/","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":65881,"structure_id":13654,"section_number":"50-73.53","catch_line":"Authority to transact business required; governing law","url":"\/50-73.53\/","token":"50\/2.1\/9\/50-73.53","metadata":false},{"id":81864,"structure_id":13654,"section_number":"50-73.54","catch_line":"Application for certificate of registration","url":"\/50-73.54\/","token":"50\/2.1\/9\/50-73.54","metadata":false},{"id":71201,"structure_id":13654,"section_number":"50-73.55","catch_line":"Repealed","url":"\/50-73.55\/","token":"50\/2.1\/9\/50-73.55","metadata":false},{"id":60508,"structure_id":13654,"section_number":"50-73.56","catch_line":"Name","url":"\/50-73.56\/","token":"50\/2.1\/9\/50-73.56","metadata":false},{"id":84090,"structure_id":13654,"section_number":"50-73.57","catch_line":"Amendments; amended applications for registration","url":"\/50-73.57\/","token":"50\/2.1\/9\/50-73.57","metadata":false},{"id":66797,"structure_id":13654,"section_number":"50-73.57:1","catch_line":"Liability for false statement in application","url":"\/50-73.57_1\/","token":"50\/2.1\/9\/50-73.57_1","metadata":false},{"id":54628,"structure_id":13654,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","url":"\/50-73.57_2\/","token":"50\/2.1\/9\/50-73.57_2","metadata":false},{"id":56115,"structure_id":13654,"section_number":"50-73.57:3","catch_line":"Entity conversion of foreign limited partnership registered to transact business in Commonwealth","url":"\/50-73.57_3\/","token":"50\/2.1\/9\/50-73.57_3","metadata":false},{"id":84622,"structure_id":13654,"section_number":"50-73.58","catch_line":"Voluntary cancellation of certificate of registration","url":"\/50-73.58\/","token":"50\/2.1\/9\/50-73.58","metadata":false},{"id":60122,"structure_id":13654,"section_number":"50-73.58:1","catch_line":"Automatic cancellation of certificate of registration","url":"\/50-73.58_1\/","token":"50\/2.1\/9\/50-73.58_1","metadata":false},{"id":70175,"structure_id":13654,"section_number":"50-73.58:2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/50-73.58_2\/","token":"50\/2.1\/9\/50-73.58_2","metadata":false},{"id":71063,"structure_id":13654,"section_number":"50-73.58:3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/50-73.58_3\/","token":"50\/2.1\/9\/50-73.58_3","metadata":false},{"id":70229,"structure_id":13654,"section_number":"50-73.59","catch_line":"Transaction of business without registration","url":"\/50-73.59\/","token":"50\/2.1\/9\/50-73.59","metadata":false},{"id":73429,"structure_id":13654,"section_number":"50-73.60","catch_line":"Action by Attorney General","url":"\/50-73.60\/","token":"50\/2.1\/9\/50-73.60","metadata":false},{"id":70346,"structure_id":13654,"section_number":"50-73.61","catch_line":"Transactions not constituting transacting business","url":"\/50-73.61\/","token":"50\/2.1\/9\/50-73.61","metadata":false}],"previous_section":{"id":65881,"structure_id":13654,"section_number":"50-73.53","catch_line":"Authority to transact business required; governing law","url":"\/50-73.53\/","token":"50\/2.1\/9\/50-73.53","metadata":false},"next_section":{"id":71201,"structure_id":13654,"section_number":"50-73.55","catch_line":"Repealed","url":"\/50-73.55\/","token":"50\/2.1\/9\/50-73.55","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.54\/","history_text":"<p>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 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 1987, chapter 702; in 2002, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?021+ful+CHAP0441\">441<\/a>; in 2003, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?031+ful+CHAP0378\">378<\/a>; in 2004, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?041+ful+CHAP0274\">274<\/a>; in 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0631\">631<\/a>; in 2010, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?101+ful+CHAP0675\">675<\/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":60508,"section_number":"50-73.56","catch_line":"Name","order_by":null,"url":"\/50-73.56\/"},{"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\/"}],"refers_to":[{"id":67739,"section_number":"50-73.4","catch_line":"Principal office, registered office, and registered agent","order_by":null,"url":"\/50-73.4\/"},{"id":60508,"section_number":"50-73.56","catch_line":"Name","order_by":null,"url":"\/50-73.56\/"}],"permalink":{"id":234635,"object_type":"law","relational_id":81864,"identifier":"50-73.54","token":"50\/2.1\/9\/50-73.54","url":"\/50-73.54\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.54\/","token":"50\/2.1\/9\/50-73.54","dublin_core":{"Title":"Application for certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.54","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> To obtain a certificate of registration to transact business in the Commonwealth, a <span class=\"dictionary\">foreign limited partnership<\/span> shall deliver an application to the <span class=\"dictionary\">Commission<\/span>. The application shall be made on a form prescribed and furnished by the <span class=\"dictionary\">Commission<\/span>. The application shall be signed in the name of the <span class=\"dictionary\">foreign limited partnership<\/span> by a <span class=\"dictionary\">general partner<\/span> and set forth: <a id=\"paragraph-293306\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The name of the <span class=\"dictionary\">foreign limited partnership<\/span> and, if the limited partnership is prevented by &#xA7; <a class=\"law\" title=\"Name\" href=\"\/50-73.56\/\">50-73.56<\/a> from using its own name in the Commonwealth, a designated name that satisfies the requirements of &#xA7; <a class=\"law\" title=\"Name\" href=\"\/50-73.56\/\">50-73.56<\/a>; <a id=\"paragraph-293307\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> The <span class=\"dictionary\">foreign limited partnership<\/span>&#8217;s <span class=\"dictionary\">jurisdiction of formation<\/span>, and if the <span class=\"dictionary\">foreign limited partnership<\/span> was previously authorized or registered to transact business in the Commonwealth as a <span class=\"dictionary\">foreign corporation<\/span>, nonstock corporation, limited liability company, business trust, limited partnership, or <span class=\"dictionary\">registered limited liability partnership<\/span>, with respect to every such prior authorization or registration, (i) the name of the <span class=\"dictionary\">entity<\/span>; (ii) the <span class=\"dictionary\">entity<\/span> type; (iii) the <span class=\"dictionary\">state<\/span> or other jurisdiction of incorporation, organization or formation; and (iv) the <span class=\"dictionary\">entity<\/span> identification number issued to it by the <span class=\"dictionary\">Commission<\/span>; <a id=\"paragraph-293308\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The <span class=\"dictionary\">foreign limited partnership<\/span>&#8217;s original date of formation, organization, or incorporation as an <span class=\"dictionary\">entity<\/span> and its period of duration; <a id=\"paragraph-293309\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> The address of the proposed registered office of the <span class=\"dictionary\">foreign limited partnership<\/span> in the Commonwealth, including both (i) the post office address, including the street and number, if any, and (ii) the name of the city or county in which it is located and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of Virginia and either (1) a <span class=\"dictionary\">general partner<\/span> of the limited partnership, (2) an officer or director of a stock or nonstock corporation that is a <span class=\"dictionary\">general partner<\/span> of the limited partnership, (3) a partner of a partnership that is a <span class=\"dictionary\">general partner<\/span> of the limited partnership, (4) a <span class=\"dictionary\">general partner<\/span> of a limited partnership that is a <span class=\"dictionary\">general partner<\/span> of the limited partnership, (5) a member or manager of a limited liability company that is a <span class=\"dictionary\">general partner<\/span> of the limited partnership, (6) a trustee of a trust that is a <span class=\"dictionary\">general partner<\/span> of the limited partnership, or (7) a member of the Virginia <span class=\"dictionary\">State<\/span> Bar or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or <span class=\"dictionary\">registered limited liability partnership<\/span> authorized to transact business in the Commonwealth; <a id=\"paragraph-293310\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A5\" class=\"indent-1\"><p><span class=\"prefix-number\">5.<\/span> A statement that the Clerk of the <span class=\"dictionary\">Commission<\/span> is irrevocably appointed the agent of the <span class=\"dictionary\">foreign limited partnership<\/span> for <span class=\"dictionary\">service of process<\/span> if the <span class=\"dictionary\">foreign limited partnership<\/span> fails to maintain a registered agent in the Commonwealth as required by &#xA7; <a class=\"law\" title=\"Principal office, registered office, and registered agent\" href=\"\/50-73.4\/\">50-73.4<\/a>, the registered agent&#8217;s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence; <a id=\"paragraph-293311\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A6\" class=\"indent-1\"><p><span class=\"prefix-number\">6.<\/span> The name and post office address, including the street and number, if any, of each <span class=\"dictionary\">general partner<\/span> and, if a <span class=\"dictionary\">general partner<\/span> is a business <span class=\"dictionary\">entity<\/span>, the jurisdiction under whose <span class=\"dictionary\">law<\/span> the <span class=\"dictionary\">general partner<\/span> is incorporated, organized, or formed, and, if it is of record with the <span class=\"dictionary\">Commission<\/span>, the identification number issued by the <span class=\"dictionary\">Commission<\/span> to such <span class=\"dictionary\">general partner<\/span>; and <a id=\"paragraph-293312\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A6\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A7\" class=\"indent-1\"><p><span class=\"prefix-number\">7.<\/span> The post office address, including the street and number, if any, of the <span class=\"dictionary\">foreign limited partnership<\/span>&#8217;s <span class=\"dictionary\">principal office<\/span>, at which is kept a list of the names and addresses of the <span class=\"dictionary\">limited partners<\/span> and their capital <span class=\"dictionary\">contributions<\/span>, together with an undertaking by the <span class=\"dictionary\">foreign limited partnership<\/span> to maintain those records until the <span class=\"dictionary\">foreign limited partnership<\/span>&#8217;s registration in the Commonwealth is canceled or withdrawn. <a id=\"paragraph-293313\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#A7\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> The <span class=\"dictionary\">foreign limited partnership<\/span> shall deliver with the completed application a copy of its <span class=\"dictionary\">certificate of limited partnership<\/span> or, if there is no such certificate, a copy of the <span class=\"dictionary\">partnership agreement<\/span> and all amendments and corrections thereto filed in the <span class=\"dictionary\">foreign limited partnership<\/span>&#8217;s <span class=\"dictionary\">jurisdiction of formation<\/span>, duly authenticated by the secretary of <span class=\"dictionary\">state<\/span> or other official having <span class=\"dictionary\">custody<\/span> of limited partnership records in its <span class=\"dictionary\">jurisdiction of formation<\/span>. <a id=\"paragraph-293314\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> A <span class=\"dictionary\">foreign limited partnership<\/span> is not precluded from receiving a certificate of registration to transact business in the Commonwealth because of any difference between the <span class=\"dictionary\">law<\/span> of the <span class=\"dictionary\">foreign limited partnership<\/span>&#8217;s <span class=\"dictionary\">jurisdiction of formation<\/span> and the <span class=\"dictionary\">law<\/span> of the Commonwealth. <a id=\"paragraph-293315\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> If the <span class=\"dictionary\">Commission<\/span> finds that the application complies with the requirements of <span class=\"dictionary\">law<\/span> and that all required fees have been paid, it shall <span class=\"dictionary\">issue<\/span> a certificate of registration to transact business in the Commonwealth. <a id=\"paragraph-293316\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/50-73.54\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nAPPLICATION FOR CERTIFICATE OF REGISTRATION (\u00a7 50-73.54)\n\nA. To obtain a certificate of registration to transact business in the\nCommonwealth, a foreign limited partnership shall deliver an application to the\nCommission. The application shall be made on a form prescribed and furnished by\nthe Commission. The application shall be signed in the name of the foreign\nlimited partnership by a general partner and set forth:\n\n   1. The name of the foreign limited partnership and, if the limited partnership\n   is prevented by &#xA7; 50-73.56 from using its own name in the Commonwealth, a\n   designated name that satisfies the requirements of &#xA7; 50-73.56;\n\n   2. The foreign limited partnership&#8217;s jurisdiction of formation, and if\n   the foreign limited partnership was previously authorized or registered to\n   transact business in the Commonwealth as a foreign corporation, nonstock\n   corporation, limited liability company, business trust, limited partnership,\n   or registered limited liability partnership, with respect to every such prior\n   authorization or registration, (i) the name of the entity; (ii) the entity\n   type; (iii) the state or other jurisdiction of incorporation, organization or\n   formation; and (iv) the entity identification number issued to it by the\n   Commission;\n\n   3. The foreign limited partnership&#8217;s original date of formation,\n   organization, or incorporation as an entity and its period of duration;\n\n   4. The address of the proposed registered office of the foreign limited\n   partnership in the Commonwealth, including both (i) the post office address,\n   including the street and number, if any, and (ii) the name of the city or\n   county in which it is located and the name of its proposed registered agent in\n   the Commonwealth at such address and that the registered agent is either (a)\n   an individual who is a resident of Virginia and either (1) a general partner\n   of the limited partnership, (2) an officer or director of a stock or nonstock\n   corporation that is a general partner of the limited partnership, (3) a\n   partner of a partnership that is a general partner of the limited partnership,\n   (4) a general partner of a limited partnership that is a general partner of\n   the limited partnership, (5) a member or manager of a limited liability\n   company that is a general partner of the limited partnership, (6) a trustee of\n   a trust that is a general partner of the limited partnership, or (7) a member\n   of the Virginia State Bar or (b) 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   5. A statement that the Clerk of the Commission is irrevocably appointed the\n   agent of the foreign limited partnership for service of process if the foreign\n   limited partnership fails to maintain a registered agent in the Commonwealth\n   as required by &#xA7; 50-73.4, the registered agent&#8217;s authority has been\n   revoked, the registered agent has resigned, or the registered agent cannot be\n   found or served with the exercise of reasonable diligence;\n\n   6. The name and post office address, including the street and number, if any,\n   of each general partner and, if a general partner is a business entity, the\n   jurisdiction under whose law the general partner is incorporated, organized,\n   or formed, and, if it is of record with the Commission, the identification\n   number issued by the Commission to such general partner; and\n\n   7. The post office address, including the street and number, if any, of the\n   foreign limited partnership&#8217;s principal office, at which is kept a list\n   of the names and addresses of the limited partners and their capital\n   contributions, together with an undertaking by the foreign limited partnership\n   to maintain those records until the foreign limited partnership&#8217;s\n   registration in the Commonwealth is canceled or withdrawn.\n\nB. The foreign limited partnership shall deliver with the completed application\na copy of its certificate of limited partnership or, if there is no such\ncertificate, a copy of the partnership agreement and all amendments and\ncorrections thereto filed in the foreign limited partnership&#8217;s\njurisdiction of formation, duly authenticated by the secretary of state or other\nofficial having custody of limited partnership records in its jurisdiction of\nformation.\n\nC. A foreign limited partnership is not precluded from receiving a certificate\nof registration to transact business in the Commonwealth because of any\ndifference between the law of the foreign limited partnership&#8217;s\njurisdiction of formation and the law of the Commonwealth.\n\nD. If the Commission finds that the application complies with the requirements\nof law and that all required fees have been paid, it shall issue a certificate\nof registration to transact business in the Commonwealth.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 2002, c. 441; 2003, c. 378; 2004, c. 274;\n2007, c. 631; 2010, c. 675; 2021, Sp. Sess. I, c. 487.","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}}