                                 CODE OF VIRGINIA

FILING; FEES; EFFECTIVE TIME AND DATE (§ 50-73.17)

A. 1. One signed copy of the certificate of limited partnership, of any amended
and restated certificate referred to in § 50-73.77, of any certificate of
amendment or cancellation, of any restated certificate of limited partnership or
of any articles of merger shall be delivered to the Commission for filing and
shall be accompanied by the required filing fee.

   2. Any document delivered to the Commission for filing shall be typewritten or
   printed in black. Photocopies, or other reproduced copies, of typewritten or
   printed certificates may be filed. In every case, information in the document
   shall be legible and the document shall be capable of being reformatted and
   reproduced in copies of archival quality.

   3. The document shall be in the English language. A limited partnership name
   need not be in English if written in English letters or Arabic or Roman
   numerals. The certificate of limited partnership or partnership agreement,
   duly authenticated by the official having custody of the applicable records in
   the state or other jurisdiction under whose law the limited partnership is
   formed, which is required of foreign limited partnerships, need not be in
   English if accompanied by a reasonably authenticated English translation.

   4. If, pursuant to any provision of this chapter, the Commission has
   prescribed a mandatory form for the document, the document shall be in or on
   the prescribed form.

   5. A person who executes a certificate as an agent or fiduciary need not
   exhibit evidence of his authority as a prerequisite to filing. If the
   Commission finds that the certificate complies with the provisions of this
   chapter, that it has been signed as required by this chapter, and that the
   required filing fee has been paid, it shall file the certificate and admit it
   to record in its office.

   6. The Commission may accept the electronic filing of any information required
   or permitted to be filed by this chapter and may prescribe the methods of
   execution, recording, reproduction and certification of electronically filed
   information pursuant to &#xA7; 59.1-496.

B. The Commission shall charge and collect the following fees, except as
provided in § 12.1-21.2:

   1. For filing any one of the following, the fee shall be $10:
   				a. An application to reserve or to renew the reservation of a name for use
   by a domestic or a foreign limited partnership;
   				b. A notice of the transfer of a name reserved for the use by a domestic
   or a foreign limited partnership; and
   				c. A certificate declaring withdrawal referred to in &#xA7; 50-73.25.

   2. For filing any one of the following, the fee shall be $100:
   				a. A certificate of limited partnership;
   				b. An application for registration as a foreign limited partnership; and
   				c. An amended and restated certificate of limited partnership referred to
   in &#xA7; 50-73.77.

   3. For filing any one of the following, the fee shall be $25:
   				a. A certificate of amendment;
   				b. A restated certificate of limited partnership;
   				c. A copy of an amendment or correction referred to in &#xA7; 50-73.57, or
   an amended application referred to in &#xA7; 50-73.57, provided that an
   amended application shall not require a separate fee when it is filed with a
   copy of an amendment or a correction referred to in &#xA7; 50-73.57;
   				d. Articles of merger;
   				e. A copy of an instrument of merger of a foreign limited partnership
   holding a certificate of registration to transact business in the
   Commonwealth;
   				f. A copy of an instrument of entity conversion of a foreign limited
   partnership holding a certificate of registration to transact business in the
   Commonwealth;
   				g. A certificate of cancellation; and
   				h. An application for cancellation of a foreign limited partnership.

   4. For issuing a certificate pursuant to &#xA7; 50-73.76:1, the fee shall be
   $6.

C. 1. A certificate filed with or issued by the Commission pursuant to the
provisions of this chapter is effective at the time such certificate is filed or
issued unless the certificate or articles to which the certificate relates are
filed on behalf of a limited partnership and state that they shall become
effective at a later time or date specified in the certificate or articles. In
that event, the certificate shall become effective at the earlier of the time
and date so specified or 11:59 p.m. on the fifteenth day after the date on which
the certificate is filed with or issued by the Commission. If a delayed
effective date is specified, but no time is specified, the effective time shall
be 12:01 a.m. on the date specified. Any other document filed with the
Commission shall be effective when accepted for filing unless otherwise provided
for in this chapter.

   2. Notwithstanding subdivision 1, any certificate that has a delayed effective
   time or date shall not become effective if, prior to the effective time and
   date, a statement of cancellation signed by each party to which the
   certificate relates is delivered to the Commission for filing. If the
   Commission finds that the statement of cancellation complies with the
   requirements of law, it shall, by order, cancel the certificate.

   3. A statement of cancellation shall contain:
   				a. The name of the limited partnership;
   				b. The name of the certificate and the date on which the certificate was
   filed with or issued by the Commission;
   				c. The time and date on which the Commission&#8217;s certificate becomes
   effective; and
   				d. A statement that the certificate is being canceled in accordance with
   this section.

   4. Notwithstanding subdivision 1, for purposes of &#xA7;&#xA7; 50-73.2 and
   50-73.56, any certificate that has a delayed effective date shall be deemed to
   be effective when the certificate is filed or, in the case of a certificate of
   merger, issued.

   5. For certificates with a delayed effective date and time, the effective date
   and time shall be Eastern Time.

D. Notwithstanding any other provision of law to the contrary, the Commission
shall have the power to act upon a petition filed by a limited partnership at
any time to correct Commission records so as to eliminate the effects of
clerical errors and of filings made by a person without authority to act for the
limited partnership.

HISTORY: 1985, c. 607; 1987, c. 702; 1991, c. 434; 1992, c. 575; 1993, c. 292;
1995, cc. 70, 368; 2000, c. 995; 2002, c. 441; 2004, c. 274; 2007, cc. 631, 771;
2008, c. 586; 2012, c. 130; 2021, Sp. Sess. I, c. 487.