                                 CODE OF VIRGINIA

REGISTERED LIMITED LIABILITY PARTNERSHIP ANNUAL CONTINUATION REPORTS; AUTOMATIC
CANCELLATION OF REGISTRATION; RESTORATION OF STATUS (§ 50-73.134)

A. On or before July 1 of each year after the calendar year in which it became
registered under &#xA7; 50-73.132, each registered limited liability partnership
and each foreign registered limited liability partnership authorized to transact
business in this Commonwealth shall file an annual continuation report with the
Commission setting forth the name of the partnership, the partnership&#8217;s
current principal office address and, if a foreign registered limited liability
partnership, the jurisdiction in which it is registered as a registered limited
liability partnership. If the report appears to be incomplete or inaccurate, the
Commission shall return it for correction or explanation. Otherwise, it shall be
deemed filed in the office of the clerk of the Commission. The report shall be
made on forms furnished by the Commission and shall be forwarded by the clerk of
the Commission, before June 1, to each registered limited liability partnership.

B. The information required shall be given as of the date of the execution of
the report, and it shall be executed by a partner in the registered limited
liability partnership or foreign registered limited liability partnership or, if
a receiver or trustee has been appointed for the partnership, by the receiver or
trustee on behalf of the registered limited liability partnership or foreign
registered limited liability partnership. The report shall be accompanied by the
fee prescribed in subdivision F 2 of &#xA7; 50-73.83.

C. If any registered limited liability partnership or foreign registered limited
liability partnership fails to pay the fee or file any report required by this
section on or before September 1 of the year due, the Commission shall mail
notice to the partnership of the impending cancellation of its registration.
Whether or not such notice is mailed, if the partnership fails to file the
report or pay the fee on or before November 1 of the year it is due, the
registration of the partnership shall be automatically canceled and the
partnership shall automatically cease to be a registered limited liability
partnership or foreign registered limited liability partnership as of November
1, but shall continue to be a partnership or limited partnership, as the case
may be, under this title.

D. Any partnership formed under the laws of the Commonwealth that has ceased to
be a registered limited liability partnership under subsection C shall not be
considered to have dissolved as a result of ceasing to be a registered limited
liability partnership.

E. A registered limited liability partnership or foreign registered limited
liability partnership that has ceased to be a registered limited liability
partnership or a foreign registered limited liability partnership under
subsection C, subsection F of § 50-73.135, § 50-73.137, 50-73.137:1, or
50-73.139, as the case may be, may apply to the Commission to have its status as
a registered limited liability partnership or foreign registered limited
liability partnership restored within five years of the date on which its status
was canceled. To have its status restored, a registered limited liability
partnership or foreign registered limited liability partnership shall provide
the Commission with the following:

   1. An application for restoration signed by a partner of a partnership or a
   general partner of a limited partnership, as the case may be;

   2. A restoration fee of $100;

   3. An annual continuation report and payment of the fee due upon filing the
   annual continuation report for the year in which restoration is sought, unless
   the report previously was filed;

   4. All fees that were due before its status as a registered limited liability
   partnership or foreign registered limited liability partnership was canceled
   and that would have become due thereafter for the filing of its annual
   continuation reports if its status had not been canceled;

   5. Any amendment to its statement of registration with the Commission as
   required by subsection D of &#xA7; 50-73.136; and

   6. If the registered limited liability partnership&#8217;s or foreign
   registered limited liability partnership&#8217;s registered agent has filed a
   certificate of resignation and a new registered agent has not been appointed,
   a certificate of change pursuant to &#xA7; 50-73.135.

F. The automatic cancellation of a foreign registered limited liability
partnership&#8217;s registration constitutes the appointment of the clerk of the
Commission as the foreign registered limited liability partnership&#8217;s agent
for service of process in any proceeding based on a cause of action arising
during the time the foreign registered limited liability partnership was
registered to transact business in the Commonwealth. Service of process on the
clerk of the Commission under this subsection is service on the foreign
registered limited liability partnership and shall be made on the clerk in
accordance with &#xA7; 12.1-19.1.

G. Cancellation of a foreign registered limited liability partnership&#8217;s
registration does not terminate the authority of the registered agent of the
foreign registered limited liability partnership.

H. A registered limited liability partnership or foreign registered limited
liability partnership that has ceased to be a registered limited liability
partnership or foreign registered limited liability partnership under this
section, subsection F of &#xA7; 50-73.135, &#xA7; 50-73.137, 50-73.137:1, or
50-73.139 that restores its status as a registered limited liability partnership
or foreign registered limited liability partnership shall be deemed not to have
lost its status as a registered limited liability partnership or foreign
registered limited liability partnership under this article.

I. The Commission shall not file with respect to any domestic or foreign
registered limited liability partnership any statement referred to in this
chapter until all annual continuation reports required to be filed with the
Commission under this article have been filed.

HISTORY: 1996, c. 292; 2000, c. 5; 2002, c. 441; 2004, c. 601; 2007, c. 631;
2009, c. 716; 2013, c. 18.