{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.58.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.58.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.58.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.58.html"}],"law_id":84622,"edition_id":1,"section_id":84622,"structure_id":13654,"section_number":"50-73.58","catch_line":"Voluntary cancellation of certificate of registration","history":"1985, c. 607; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c. 18.","full_text":"A\n\nA foreign limited partnership registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be executed by a general partner or court-appointed fiduciary on a form prescribed and furnished by the Commission, which shall set forth:1\n\nThe name of the foreign limited partnership and the name of the state or other jurisdiction under whose law it is or was formed, and the identification number issued by the Commission to the limited partnership;2\n\nIf applicable, a statement that the foreign limited partnership was a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it was formed and that it was not the surviving entity of the merger;3\n\nThat the foreign limited partnership is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;4\n\nThat the foreign limited partnership revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;5\n\nA mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 4; and6\n\nA commitment to notify the clerk of the Commission in the future of any change in the mailing address of the limited partnership.B\n\nIf the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration.C\n\nBefore any foreign limited partnership registered to transact business in the Commonwealth cancels its existence, it shall file with the Commission an application for a certificate of cancellation. Whether or not such application is filed, the cancellation of the existence of such foreign limited partnership shall not take away or impair any remedy available against such limited partnership for any right or claim existing or any liability incurred prior to such cancellation. Any such action or proceeding against such foreign limited partnership may be defended by such limited partnership in its name. The general partners and limited partners shall have power to take such action as shall be appropriate to protect such remedy, right, or claim. The right of a foreign limited partnership that has canceled its existence to institute and maintain in its name actions, suits, or proceedings in the courts of the Commonwealth shall be governed by the law of the state of its formation.D\n\nService of process on the clerk of the Commission is service of process on a foreign limited partnership whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1, and service upon the foreign limited partnership may be made in any other manner permitted by law.","order_by":null,"text":{"0":{"id":303329,"text":"A foreign limited partnership registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be executed by a general partner or court-appointed fiduciary on a form prescribed and furnished by the Commission, which shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":303330,"text":"The name of the foreign limited partnership and the name of the state or other jurisdiction under whose law it is or was formed, and the identification number issued by the Commission to the limited partnership;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":303331,"text":"If applicable, a statement that the foreign limited partnership was a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it was formed and that it was not the surviving entity of the merger;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":303332,"text":"That the foreign limited partnership is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":303333,"text":"That the foreign limited partnership revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was 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":303334,"text":"A mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 4; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":303335,"text":"A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the limited partnership.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":303336,"text":"If the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":303337,"text":"Before any foreign limited partnership registered to transact business in the Commonwealth cancels its existence, it shall file with the Commission an application for a certificate of cancellation. Whether or not such application is filed, the cancellation of the existence of such foreign limited partnership shall not take away or impair any remedy available against such limited partnership for any right or claim existing or any liability incurred prior to such cancellation. Any such action or proceeding against such foreign limited partnership may be defended by such limited partnership in its name. The general partners and limited partners shall have power to take such action as shall be appropriate to protect such remedy, right, or claim. The right of a foreign limited partnership that has canceled its existence to institute and maintain in its name actions, suits, or proceedings in the courts of the Commonwealth shall be governed by the law of the state of its formation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":303338,"text":"Service of process on the clerk of the Commission is service of process on a foreign limited partnership whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1, and service upon the foreign limited partnership may be made in any other manner permitted by law.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.58\/","history_text":"

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 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 2008, chapters 588<\/a> and 770<\/a>; in 2009, chapter 167<\/a>; in 2012, chapter 130<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"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":56115,"section_number":"50-73.57:3","catch_line":"Entity conversion of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_3\/"},{"id":74972,"section_number":"8.01-304","catch_line":"How process served on copartner or partnership, domestic or foreign limited liability partnership, and domestic or foreign limited partnership","order_by":null,"url":"\/8.01-304\/"}],"refers_to":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"}],"permalink":{"id":234663,"object_type":"law","relational_id":84622,"identifier":"50-73.58","token":"50\/2.1\/9\/50-73.58","url":"\/50-73.58\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.58\/","token":"50\/2.1\/9\/50-73.58","dublin_core":{"Title":"Voluntary cancellation of certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.58","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited partnership<\/span> registered to transact business in the Commonwealth may apply to the Commission<\/span> for a certificate of cancellation to cancel its certificate of registration. The application shall be executed by a general partner<\/span> or court<\/span>-appointed fiduciary on a form prescribed and furnished by the Commission<\/span>, which shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign limited partnership<\/span> and the name of the state<\/span> or other jurisdiction<\/span> under whose law<\/span> it is or was formed, and the identification number issued by the Commission<\/span> to the limited partnership; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If applicable, a statement that the foreign limited partnership<\/span> was a party<\/span> to a merger permitted by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> it was formed and that it was not the surviving entity<\/span> of the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the foreign limited partnership<\/span> is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That the foreign limited partnership<\/span> revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as its agent for service of process<\/span> in any proceeding based on a cause of action<\/span> arising during the time it was authorized to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A mailing address to which the clerk of the Commission<\/span> may mail a copy of any process served on him under subdivision 4; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A commitment to notify the clerk of the Commission<\/span> in the future of any change in the mailing address of the limited partnership. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the application complies with the requirements of law<\/span> and all required fees have been paid, it shall issue<\/span> a certificate of cancellation canceling the certificate of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before any foreign limited partnership<\/span> registered to transact business in the Commonwealth cancels its existence, it shall file with the Commission<\/span> an application for a certificate of cancellation. Whether or not such application is filed, the cancellation of the existence of such foreign limited partnership<\/span> shall not take away or impair any remedy available against such limited partnership for any right or claim existing or any liability incurred prior to such cancellation. Any such action or proceeding against such foreign limited partnership<\/span> may be defended by such limited partnership in its name. The general partners<\/span> and limited partners<\/span> shall have power to take such action as shall be appropriate to protect such remedy, right, or claim. The right of a foreign limited partnership<\/span> that has canceled its existence to institute and maintain in its name actions, suits, or proceedings in the courts<\/span> of the Commonwealth shall be governed by the law<\/span> of the state<\/span> of its formation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Service of process<\/span> on the clerk of the Commission<\/span> is service of process<\/span> on a foreign limited partnership<\/span> whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a>, and service upon the foreign limited partnership<\/span> may be made in any other manner permitted by law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (\u00a7 50-73.58)\n\nA. A foreign limited partnership registered to transact business in the\nCommonwealth may apply to the Commission for a certificate of cancellation to\ncancel its certificate of registration. The application shall be executed by a\ngeneral partner or court-appointed fiduciary on a form prescribed and furnished\nby the Commission, which shall set forth:\n\n 1. The name of the foreign limited partnership and the name of the state or\n other jurisdiction under whose law it is or was formed, and the identification\n number issued by the Commission to the limited partnership;\n\n 2. If applicable, a statement that the foreign limited partnership was a party\n to a merger permitted by the laws of the state or other jurisdiction under\n whose laws it was formed and that it was not the surviving entity of the\n merger;\n\n 3. That the foreign limited partnership is not transacting business in the\n Commonwealth and that it surrenders its registration to transact business in\n the Commonwealth;\n\n 4. That the foreign limited partnership revokes the authority of its\n registered agent to accept service on its behalf and appoints the clerk of the\n Commission as its agent for service of process in any proceeding based on a\n cause of action arising during the time it was authorized to transact business\n in the Commonwealth;\n\n 5. A mailing address to which the clerk of the Commission may mail a copy of\n any process served on him under subdivision 4; and\n\n 6. A commitment to notify the clerk of the Commission in the future of any\n change in the mailing address of the limited partnership.\n\nB. If the Commission finds that the application complies with the requirements\nof law and all required fees have been paid, it shall issue a certificate of\ncancellation canceling the certificate of registration.\n\nC. Before any foreign limited partnership registered to transact business in the\nCommonwealth cancels its existence, it shall file with the Commission an\napplication for a certificate of cancellation. Whether or not such application\nis filed, the cancellation of the existence of such foreign limited partnership\nshall not take away or impair any remedy available against such limited\npartnership for any right or claim existing or any liability incurred prior to\nsuch cancellation. Any such action or proceeding against such foreign limited\npartnership may be defended by such limited partnership in its name. The general\npartners and limited partners shall have power to take such action as shall be\nappropriate to protect such remedy, right, or claim. The right of a foreign\nlimited partnership that has canceled its existence to institute and maintain in\nits name actions, suits, or proceedings in the courts of the Commonwealth shall\nbe governed by the law of the state of its formation.\n\nD. Service of process on the clerk of the Commission is service of process on a\nforeign limited partnership whose certificate of registration has been canceled\npursuant to this section. Service upon the clerk shall be made in accordance\nwith § 12.1-19.1, and service upon the foreign limited partnership may be\nmade in any other manner permitted by law.\n\nHISTORY: 1985, c. 607; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c.\n18.","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}}