                                 CODE OF VIRGINIA

APPLICATION FOR CERTIFICATE OF REGISTRATION (§ 50-73.54)

A. To obtain a certificate of registration to transact business in the
Commonwealth, a foreign limited partnership shall deliver an application to the
Commission. The application shall be made on a form prescribed and furnished by
the Commission. The application shall be signed in the name of the foreign
limited partnership by a general partner and set forth:

   1. The name of the foreign limited partnership and, if the limited partnership
   is prevented by &#xA7; 50-73.56 from using its own name in the Commonwealth, a
   designated name that satisfies the requirements of &#xA7; 50-73.56;

   2. The foreign limited partnership&#8217;s jurisdiction of formation, and if
   the foreign limited partnership was previously authorized or registered to
   transact business in the Commonwealth as a foreign corporation, nonstock
   corporation, limited liability company, business trust, limited partnership,
   or registered limited liability partnership, with respect to every such prior
   authorization or registration, (i) the name of the entity; (ii) the entity
   type; (iii) the state or other jurisdiction of incorporation, organization or
   formation; and (iv) the entity identification number issued to it by the
   Commission;

   3. The foreign limited partnership&#8217;s original date of formation,
   organization, or incorporation as an entity and its period of duration;

   4. The address of the proposed registered office of the foreign limited
   partnership in the Commonwealth, including both (i) the post office address,
   including the street and number, if any, and (ii) the name of the city or
   county in which it is located and the name of its proposed registered agent in
   the Commonwealth at such address and that the registered agent is either (a)
   an individual who is a resident of Virginia and either (1) a general partner
   of the limited partnership, (2) an officer or director of a stock or nonstock
   corporation that is a general partner of the limited partnership, (3) a
   partner of a partnership that is a general partner of the limited partnership,
   (4) a general partner of a limited partnership that is a general partner of
   the limited partnership, (5) a member or manager of a limited liability
   company that is a general partner of the limited partnership, (6) a trustee of
   a trust that is a general partner of the limited partnership, or (7) a member
   of the Virginia State Bar or (b) a domestic or foreign stock or nonstock
   corporation, limited liability company, or registered limited liability
   partnership authorized to transact business in the Commonwealth;

   5. A statement that the Clerk of the Commission is irrevocably appointed the
   agent of the foreign limited partnership for service of process if the foreign
   limited partnership fails to maintain a registered agent in the Commonwealth
   as required by &#xA7; 50-73.4, the registered agent&#8217;s authority has been
   revoked, the registered agent has resigned, or the registered agent cannot be
   found or served with the exercise of reasonable diligence;

   6. The name and post office address, including the street and number, if any,
   of each general partner and, if a general partner is a business entity, the
   jurisdiction under whose law the general partner is incorporated, organized,
   or formed, and, if it is of record with the Commission, the identification
   number issued by the Commission to such general partner; and

   7. The post office address, including the street and number, if any, of the
   foreign limited partnership&#8217;s principal office, at which is kept a list
   of the names and addresses of the limited partners and their capital
   contributions, together with an undertaking by the foreign limited partnership
   to maintain those records until the foreign limited partnership&#8217;s
   registration in the Commonwealth is canceled or withdrawn.

B. The foreign limited partnership shall deliver with the completed application
a copy of its certificate of limited partnership or, if there is no such
certificate, a copy of the partnership agreement and all amendments and
corrections thereto filed in the foreign limited partnership&#8217;s
jurisdiction of formation, duly authenticated by the secretary of state or other
official having custody of limited partnership records in its jurisdiction of
formation.

C. A foreign limited partnership is not precluded from receiving a certificate
of registration to transact business in the Commonwealth because of any
difference between the law of the foreign limited partnership&#8217;s
jurisdiction of formation and the law of the Commonwealth.

D. If the Commission finds that the application complies with the requirements
of law and that all required fees have been paid, it shall issue a certificate
of registration to transact business in the Commonwealth.

HISTORY: 1985, c. 607; 1987, c. 702; 2002, c. 441; 2003, c. 378; 2004, c. 274;
2007, c. 631; 2010, c. 675; 2021, Sp. Sess. I, c. 487.