{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.57_3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.57_3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.57_3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.57_3.html"}],"law_id":56115,"edition_id":1,"section_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","history":"2004, c. 274.","full_text":"A\n\nWhenever a foreign limited partnership registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the instrument of entity conversion duly authenticated by the Secretary of State or other official having custody of limited partnership records in the state or other jurisdiction under whose laws such entity conversion was effected; and1\n\nIf the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership, then, within 30 days after such entity conversion, it shall comply on behalf of the predecessor limited partnership with the provisions of § 50-73.58; or2\n\nIf the surviving or resulting entity is a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.B\n\nUpon the entity conversion of a foreign limited partnership that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited partnership shall pass to the surviving or resulting entity except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.","order_by":null,"text":{"0":{"id":205655,"text":"Whenever a foreign limited partnership registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the instrument of entity conversion duly authenticated by the Secretary of State or other official having custody of limited partnership records in the state or other jurisdiction under whose laws such entity conversion was effected; and","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":205656,"text":"If the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership, then, within 30 days after such entity conversion, it shall comply on behalf of the predecessor limited partnership with the provisions of § 50-73.58; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":205657,"text":"If the surviving or resulting entity is a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":205658,"text":"Upon the entity conversion of a foreign limited partnership that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited partnership shall pass to the surviving or resulting entity except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.57:3\/","history_text":"

This law was first created in 2004. The record of its establishment is cataloged in chapter 274<\/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.<\/p>","references":false,"refers_to":[{"id":84622,"section_number":"50-73.58","catch_line":"Voluntary cancellation of certificate of registration","order_by":null,"url":"\/50-73.58\/"}],"permalink":{"id":234659,"object_type":"law","relational_id":56115,"identifier":"50-73.57:3","token":"50\/2.1\/9\/50-73.57_3","url":"\/50-73.57_3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.57_3\/","token":"50\/2.1\/9\/50-73.57_3","dublin_core":{"Title":"Entity conversion of foreign limited partnership registered to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.57:3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign limited partnership<\/span> registered to transact business in the Commonwealth converts to another type of entity<\/span>, the surviving or resulting entity<\/span> shall, within 30 days after such entity<\/span> conversion becomes effective, file with the Commission<\/span> a copy of the instrument of entity<\/span> conversion duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of limited partnership records in the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> such entity<\/span> conversion was effected; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the surviving or resulting entity<\/span> is not continuing to transact business in the Commonwealth or is not a foreign corporation<\/span>, limited liability company, business trust, or partnership registered as a registered limited liability partnership<\/span>, then, within 30 days after such entity<\/span> conversion, it shall comply on behalf of the predecessor limited partnership with the provisions of § 50-73.58<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the surviving or resulting entity<\/span> is a foreign corporation<\/span>, limited liability company, business trust, or partnership registered as a registered limited liability partnership<\/span> and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission<\/span> an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership<\/span><\/span>, a statement of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Upon the entity<\/span> conversion of a foreign limited partnership<\/span> that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited partnership<\/span> shall pass to the surviving or resulting entity<\/span> except as otherwise provided by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity<\/span> conversion is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nENTITY CONVERSION OF FOREIGN LIMITED PARTNERSHIP REGISTERED TO TRANSACT BUSINESS\nIN COMMONWEALTH (\u00a7 50-73.57:3)\n\nA. Whenever a foreign limited partnership registered to transact business in the\nCommonwealth converts to another type of entity, the surviving or resulting\nentity shall, within 30 days after such entity conversion becomes effective,\nfile with the Commission a copy of the instrument of entity conversion duly\nauthenticated by the Secretary of State or other official having custody of\nlimited partnership records in the state or other jurisdiction under whose laws\nsuch entity conversion was effected; and\n\n 1. If the surviving or resulting entity is not continuing to transact business\n in the Commonwealth or is not a foreign corporation, limited liability\n company, business trust, or partnership registered as a registered limited\n liability partnership, then, within 30 days after such entity conversion, it\n shall comply on behalf of the predecessor limited partnership with the\n provisions of § 50-73.58; or\n\n 2. If the surviving or resulting entity is a foreign corporation, limited\n liability company, business trust, or partnership registered as a registered\n limited liability partnership and is to continue to transact business in the\n Commonwealth, then, within such 30 days, it shall deliver to the Commission an\n application for a certificate of authority or registration to transact\n business in the Commonwealth or, in the case of a foreign registered limited\n liability partnership, a statement of registration.\n\nB. Upon the entity conversion of a foreign limited partnership that is\nregistered to transact business in the Commonwealth, all property in the\nCommonwealth owned by the foreign limited partnership shall pass to the\nsurviving or resulting entity except as otherwise provided by the laws of the\nstate or other jurisdiction by which it is governed, but only from and after the\ntime when a duly authenticated copy of the instrument of entity conversion is\nfiled with the Commission.\n\nHISTORY: 2004, c. 274.","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}}