                                 CODE OF VIRGINIA

REGISTRATION OF FOREIGN SERIES LIMITED LIABILITY COMPANY AND FOREIGN PROTECTED
SERIES; AMENDED APPLICATION; VOLUNTARY CANCELLATION; REINSTATEMENT (§
13.1-1099.23)

A. A foreign series limited liability company shall obtain from the Commission a
certificate of registration to transact business in the Commonwealth before any
foreign protected series of the foreign series limited liability company is
registered to transact business in the Commonwealth. In addition to the
requirements for registration in &#xA7; 13.1-1052, the foreign series limited
liability company shall include an attachment to its application that lists the
name of each foreign protected series of the foreign series limited liability
company and the jurisdiction under whose law each is established.

B. Except as otherwise provided in this section and subject to &#xA7;&#xA7;
13.1-1099.8 and 13.1-1099.10, the provisions of Article 10 (&#xA7; 13.1-1051 et
seq.) governing foreign limited liability companies apply to a foreign protected
series as if the foreign protected series were a foreign limited liability
company organized separately from the foreign series limited liability company
that established the foreign protected series and distinct from the foreign
series limited liability company and any other foreign protected series of the
foreign series limited liability company.

C. An application by a foreign protected series for a certificate of
registration to transact business in the Commonwealth shall meet the
requirements of § 13.1-1052 and shall also include:

   1. The name, jurisdiction of formation, and post office address of the
   principal office of the foreign protected series applying for registration;
   and

   2. The name and jurisdiction of formation of the foreign series limited
   liability company that established the foreign protected series.

D. The registered agent and registered office of a foreign protected series
shall be the same as the foreign series limited liability company that
established the foreign protected series.

E. The name of a foreign protected series applying for a certificate of
registration or registered to transact business in the Commonwealth shall comply
with &#xA7; 13.1-1096. A foreign protected series may comply with &#xA7;
13.1-1096 pursuant to &#xA7; 13.1-1054.

F. The requirement in &#xA7; 13.1-1055 to amend an application for registration
of a foreign limited liability company shall be applicable to a foreign
protected series that has a certificate of registration to transact business in
the Commonwealth.

G. Whenever the certificate of registration to transact business in the
Commonwealth of a foreign series limited liability company is canceled, any
certificate of registration to transact business in the Commonwealth issued to a
foreign protected series of the foreign series limited liability company that
established the foreign protected series shall thereupon be automatically
canceled.

H. A foreign protected series whose certificate of registration to transact
business in the Commonwealth has been canceled may have its certificate of
registration reinstated in accordance with &#xA7; 13.1-1056.3 as if it were a
foreign limited liability company, provided that the foreign series limited
liability company that established the foreign protected series has a
certificate of registration in effect.

I. A foreign protected series registered to transact business in the
Commonwealth may apply to the Commission for a certificate of cancellation to
cancel its certificate of registration as a foreign protected series. The
application shall be on a form prescribed and furnished by the Commission, which
shall set forth:

   1. The name of the foreign protected series, the name of the foreign series
   limited liability company that established the foreign protected series, the
   name of the jurisdiction of formation of the foreign series limited liability
   company, and the identification number issued by the Commission to the foreign
   series limited liability company;

   2. If applicable, a statement that the foreign series limited liability
   company that established the foreign protected series was a party to a merger
   permitted by the laws of its jurisdiction of formation and that it was not the
   surviving entity of the merger, or has converted to another type of entity
   under the laws of its jurisdiction of formation;

   3. That the foreign protected series is not transacting business in the
   Commonwealth and that it surrenders its registration to transact business in
   the Commonwealth;

   4. That the foreign protected series 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 registered to transact business in the
   Commonwealth;

   5. A mailing address to which the clerk of the Commission may mail a copy of
   any process served on the clerk under subdivision 4; and

   6. A commitment to notify the clerk of the Commission in the future of any
   change in the mailing address of the foreign protected series.

J. The Commission shall not issue a certificate of cancellation to any foreign
protected series unless the foreign protected series files with the Commission a
statement certifying that the foreign protected series has filed returns and has
paid all state taxes to the time of the statement, or a statement that no
returns are required to be filed or taxes are required to be paid. In that case
the foreign protected series may file returns and pay taxes before they would
otherwise be due. 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.

K. Service of process on the clerk of the Commission is service of process on a
foreign protected series whose certificate of registration has been canceled
pursuant to this section. Service upon the clerk shall be made in accordance
with &#xA7; 12.1-19.1, and service upon the foreign protected series may be made
in any other manner permitted by law.

HISTORY: 2019, c. 636.