                                 CODE OF VIRGINIA

TRANSACTION OF BUSINESS WITHOUT REGISTRATION (§ 50-73.59)

A. A foreign limited partnership transacting business in the Commonwealth may
not maintain any action, suit, or proceeding in any court of the Commonwealth
until it has registered in the Commonwealth.

B. The successor to a foreign limited partnership that transacted business in
the Commonwealth without registering in the Commonwealth and the assignee of a
cause of action arising out of that business may not maintain a proceeding based
on that cause of action in any court in the Commonwealth until the foreign
limited partnership or its successor has registered in the Commonwealth.

C. The failure of a foreign limited partnership to register in the Commonwealth
does not impair the validity of any contract or act of the foreign limited
partnership or prevent the foreign limited partnership from defending any
action, suit, or proceeding in any court of the Commonwealth.

D. A limited partner of a foreign limited partnership is not liable as a general
partner of a foreign limited partnership solely by reason of having transacted
business in the Commonwealth without registration.

E. Suits, actions, and proceedings may be initiated against a foreign limited
partnership that transacts business in the Commonwealth without a certificate of
registration by serving process on any general partner or agent of the limited
partnership doing such business, or, if none can be found, on the clerk of the
Commission or on the limited partnership in any other manner permitted by law.
If any foreign limited partnership transacts business in the Commonwealth
without a certificate of registration, it shall by transacting such business be
deemed to have thereby appointed the clerk of the Commission its agent for
service of process. Service upon the clerk shall be made in accordance with
&#xA7; 12.1-19.1.

HISTORY: 1985, c. 607; 2008, c. 523; 2013, c. 18.