                                 CODE OF VIRGINIA

AMENDMENT OF STATEMENT OF REGISTRATION; EFFECT OF STATEMENT OF REGISTRATION (§
50-73.136)

A. Notwithstanding the provisions of subsection D or any other provision of this
chapter, the status of a partnership as a registered limited liability
partnership or a foreign registered limited liability partnership, and the
liability of the partners thereof, shall not be affected by (i) errors in the
information stated in the statement of registration, if the statement was filed
in good faith, or (ii) changes after the filing of a statement of registration
in the information stated in the statement.

B. A statement of registration or any amendment thereto may also serve as a
statement of partnership authority under &#xA7; 50-73.93, a statement of denial
under &#xA7; 50-73.94, a statement of dissociation under &#xA7; 50-73.115, or a
statement of dissolution under &#xA7; 50-73.121 if (i) the title of the
statement indicates each purpose for which it is filed and (ii) if the statement
of registration otherwise meets the requirements of the particular other
statement and, to the extent that it serves as such an other statement, it may
be amended, canceled or limited, in accordance with &#xA7;&#xA7; 50-73.93,
50-73.94, 50-73.115 and 50-73.121, but any amendment, cancellation or limitation
shall not affect the validity of the statement of registration of the
partnership as a registered limited liability partnership, which may be amended
only as provided in &#xA7; 50-73.136 or canceled in accordance with &#xA7;
50-73.137 or 50-73.139.

C. The filing of a statement of registration shall be conclusive as to third
parties, and it shall be incontestable by third parties that all conditions
precedent to registration as a registered limited liability partnership or
foreign registered limited liability partnership have been met.

D. A statement of registration for a registered limited liability partnership or
foreign limited liability partnership is amended by filing an amendment thereto
with the Commission. The amendment shall set forth: the name of the registered
limited liability partnership or foreign registered limited liability
partnership, the date of filing of the initial statement of registration; in the
case of a foreign registered limited liability partnership, the jurisdiction in
which it is registered as a limited liability partnership; and the amendment to
the statement of registration. An amendment to the statement of registration
shall be filed by a registered limited liability partnership or foreign
registered limited liability partnership not later than thirty days after (i) a
change in the name of the partnership or (ii) the partnership has knowledge that
a material statement in the statement of registration was false or inaccurate
when made or that any facts described therein have changed, making the statement
of registration inaccurate in any material respect. An amendment to the
statement of registration may be filed for any other proper purpose. Unless
otherwise provided in this chapter or in the amendment to the statement of
registration, an amendment to a statement of registration shall be effective at
the time of its filing with the Commission.

E. Whenever a limited partnership that is registered as a registered limited
liability partnership files a certificate of amendment to its certificate of
limited partnership to change its name or the address of its principal office,
or whenever a foreign limited partnership that is registered as a registered
limited liability partnership files an amended application pursuant to
subsection B of &#xA7; 50-73.57 to amend its name or the address of its
principal office in its application for registration as a foreign limited
partnership, the domestic or foreign limited partnership&#8217;s statement of
registration as a registered limited liability partnership shall be deemed
likewise amended.

HISTORY: 1996, c. 292; 2000, c. 58; 2009, c. 716; 2013, c. 18.