                                 CODE OF VIRGINIA

REINSTATEMENT OF A LIMITED PARTNERSHIP THAT HAS CEASED TO EXIST (§ 50-73.52:7)

A. A limited partnership that has ceased to exist may apply to the Commission
for reinstatement within five years thereafter, unless the cancellation was by
order of the Commission (i) entered pursuant to subdivision A 1 of &#xA7;
50-73.52:6 or (ii) entered pursuant to &#xA7; 50-73.50 and the circuit
court&#8217;s decree directing dissolution contains no provision for
reinstatement of the existence of the limited partnership.

B. To have the certificate of limited partnership reinstated, a limited
partnership shall provide the Commission with the following:

   1. An application for reinstatement signed by a general partner of the limited
   partnership or, if there are no general partners, a limited partner, which may
   be in the form of a letter;

   2. A reinstatement fee of $100;

   3. All annual registration fees required by &#xA7; 50-73.67 and penalties that
   were due before the certificate of limited partnership was canceled and that
   would have been assessed or imposed to the date of reinstatement if the
   limited partnership&#8217;s certificate of limited partnership had not been
   canceled;

   4. If the name of the limited partnership does not comply with the provisions
   of &#xA7; 50-73.2 at the time of reinstatement, an amendment to the
   certificate of limited partnership to change the limited partnership&#8217;s
   name to a name that satisfies the provisions of &#xA7; 50-73.2, with the fee
   required by this chapter for the filing of an amendment to the certificate of
   limited partnership; and

   5. If the limited partnership&#8217;s registered agent has filed a statement
   of resignation and a new registered agent has not been appointed, a statement
   of change pursuant to &#xA7; 50-73.5.

C. If the limited partnership complies with the provisions of this section, the
Commission shall enter an order of reinstatement of existence. Upon entry of the
order, the existence of the limited partnership shall be deemed to have
continued from the date of the cancellation as if cancellation had never
occurred, and any liability incurred by the limited partnership or a partner or
other agent after the cancellation and before the reinstatement is determined as
if cancellation of the limited partnership&#8217;s existence had never occurred.

HISTORY: 2008, c. 586.