{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.59.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.59.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.59.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.59.html"}],"law_id":70229,"edition_id":1,"section_id":70229,"structure_id":13654,"section_number":"50-73.59","catch_line":"Transaction of business without registration","history":"1985, c. 607; 2008, c. 523; 2013, c. 18.","full_text":"A\n\nA foreign limited partnership transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.B\n\nThe successor to a foreign limited partnership that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited partnership or its successor has registered in the Commonwealth.C\n\nThe failure of a foreign limited partnership to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of the Commonwealth.D\n\nA limited partner of a foreign limited partnership is not liable as a general partner of a foreign limited partnership solely by reason of having transacted business in the Commonwealth without registration.E\n\nSuits, actions, and proceedings may be initiated against a foreign limited partnership that transacts business in the Commonwealth without a certificate of registration by serving process on any general partner or agent of the limited partnership doing such business, or, if none can be found, on the clerk of the Commission or on the limited partnership in any other manner permitted by law. If any foreign limited partnership transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.","order_by":null,"text":{"0":{"id":253596,"text":"A foreign limited partnership transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":253597,"text":"The successor to a foreign limited partnership that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited partnership or its successor has registered in the Commonwealth.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":253598,"text":"The failure of a foreign limited partnership to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":253599,"text":"A limited partner of a foreign limited partnership is not liable as a general partner of a foreign limited partnership solely by reason of having transacted business in the Commonwealth without registration.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":253600,"text":"Suits, actions, and proceedings may be initiated against a foreign limited partnership that transacts business in the Commonwealth without a certificate of registration by serving process on any general partner or agent of the limited partnership doing such business, or, if none can be found, on the clerk of the Commission or on the limited partnership in any other manner permitted by law. If any foreign limited partnership transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.59\/","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 2 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, chapter 523<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"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":234679,"object_type":"law","relational_id":70229,"identifier":"50-73.59","token":"50\/2.1\/9\/50-73.59","url":"\/50-73.59\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.59\/","token":"50\/2.1\/9\/50-73.59","dublin_core":{"Title":"Transaction of business without registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.59","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited partnership<\/span> transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court<\/span> of the Commonwealth until it has registered in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The successor to a foreign limited partnership<\/span> that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action<\/span> arising out of that business may not maintain a proceeding based on that cause of action<\/span> in any court<\/span> in the Commonwealth until the foreign limited partnership<\/span> or its successor has registered in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The failure of a foreign limited partnership<\/span> to register in the Commonwealth does not impair the validity of any contract<\/span> or act of the foreign limited partnership<\/span> or prevent the foreign limited partnership<\/span> from defending any action, suit, or proceeding in any court<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A limited partner<\/span> of a foreign limited partnership<\/span> is not liable as a general partner<\/span> of a foreign limited partnership<\/span> solely by reason of having transacted business in the Commonwealth without registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Suits, actions, and proceedings may be initiated against a foreign limited partnership<\/span> that transacts business in the Commonwealth without a certificate of registration by serving process on any general partner<\/span> or agent of the limited partnership doing such business, or, if none can be found, on the clerk of the Commission<\/span> or on the limited partnership in any other manner permitted by law<\/span>. If any foreign limited partnership<\/span> transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission<\/span> its agent for service of process<\/span>. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSACTION OF BUSINESS WITHOUT REGISTRATION (\u00a7 50-73.59)\n\nA. A foreign limited partnership transacting business in the Commonwealth may\nnot maintain any action, suit, or proceeding in any court of the Commonwealth\nuntil it has registered in the Commonwealth.\n\nB. The successor to a foreign limited partnership that transacted business in\nthe Commonwealth without registering in the Commonwealth and the assignee of a\ncause of action arising out of that business may not maintain a proceeding based\non that cause of action in any court in the Commonwealth until the foreign\nlimited partnership or its successor has registered in the Commonwealth.\n\nC. The failure of a foreign limited partnership to register in the Commonwealth\ndoes not impair the validity of any contract or act of the foreign limited\npartnership or prevent the foreign limited partnership from defending any\naction, suit, or proceeding in any court of the Commonwealth.\n\nD. A limited partner of a foreign limited partnership is not liable as a general\npartner of a foreign limited partnership solely by reason of having transacted\nbusiness in the Commonwealth without registration.\n\nE. Suits, actions, and proceedings may be initiated against a foreign limited\npartnership that transacts business in the Commonwealth without a certificate of\nregistration by serving process on any general partner or agent of the limited\npartnership doing such business, or, if none can be found, on the clerk of the\nCommission or on the limited partnership in any other manner permitted by law.\nIf any foreign limited partnership transacts business in the Commonwealth\nwithout a certificate of registration, it shall by transacting such business be\ndeemed to have thereby appointed the clerk of the Commission its agent for\nservice of process. Service upon the clerk shall be made in accordance with\n§ 12.1-19.1.\n\nHISTORY: 1985, c. 607; 2008, c. 523; 2013, c. 18.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}