                                 CODE OF VIRGINIA

TRANSITION AND SAVINGS PROVISIONS (§ 50-73.77)

A. The repeal of Chapter 2 (&#xA7; 50-44 et seq.) of this title shall not impair
the continued existence of a limited partnership formed prior to January 1,
1987.

B. The provisions of this chapter requiring limited partnerships formed under
the laws of the Commonwealth (i) to file a certificate of limited partnership
under &#xA7; 50-73.11, (ii) to maintain a principal office, registered office,
and registered agent as required by &#xA7; 50-73.4, (iii) to keep certain
partnership records at its principal office as required by &#xA7; 50-73.8, and
(iv) to adopt a name that complies with the requirements of &#xA7; 50-73.2,
shall not apply to limited partnerships formed prior to January 1, 1987, under
the laws of the Commonwealth until the first to occur of (a) the voluntary
filing of a certificate under subsection C of this section or (b) such time as
the limited partnership would have been required to file an amendment to its
certificate pursuant to &#xA7; 50-67 as it existed prior to its repeal.

C. At the time a limited partnership formed prior to January 1, 1987, under the
laws of the Commonwealth voluntarily elects to file a certificate under this
subsection or is required to file a certificate under this subsection pursuant
to the provisions of subsection B of this section, the limited partnership shall
file an amended and restated certificate of limited partnership (i) in which it
shall adopt a name meeting the requirements of &#xA7; 50-73.2 and (ii) which
shall contain (a) the information required by &#xA7; 50-73.11, (b) the name
under which its certificate of limited partnership, or any amendment thereto,
was last filed under the Virginia Uniform Limited Partnership Act (&#xA7; 50-44
et seq.) as it existed prior to its repeal, and (c) the counties or cities in
which its certificate of limited partnership, or any amendments thereto, had
last been filed in the clerk&#8217;s office of such jurisdictions pursuant to
the provisions of the Virginia Uniform Limited Partnership Act as it existed
prior to its repeal. Within 30 days of such filing with the Commission, the
limited partnership shall forward a copy of the amended and restated certificate
of limited partnership, certified by the clerk of the Commission, to the
clerk&#8217;s office or offices shown in the amended and restated certificate as
being the clerk&#8217;s office or offices in which its certificate of limited
partnership, or any amendment thereto, had last been filed pursuant to the
provisions of the Virginia Uniform Limited Partnership Act as it existed prior
to its repeal, with the appropriate fee required for each such filing.

D. The failure to file an amended and restated certificate in compliance with
subsection C of this section shall not impair the continued existence of a
limited partnership formed prior to January 1, 1987, or the rights and
liabilities of the parties in such a limited partnership set forth in &#xA7;
50-66 as it existed prior to repeal, but the general partners of such a limited
partnership shall be liable for any false statements in the limited
partnership&#8217;s certificate of limited partnership as provided in &#xA7;
50-73.18.

E. The provisions of &#xA7; 50-73.7 permitting service of process on a limited
partnership&#8217;s registered agent or the Clerk of the Commission shall not
apply to a limited partnership formed under the laws of the Commonwealth prior
to January 1, 1987, until such time as the limited partnership files an amended
and restated certificate of limited partnership pursuant to subsection C of this
section.

F. At the time a limited partnership formed before January 1, 1987, that has not
previously filed a certificate of limited partnership under &#xA7; 50-73.11,
would have been required to cancel its certificate pursuant to &#xA7; 50-67 as
it existed before its repeal, the limited partnership shall file with the
Commission an amended and restated certificate of limited partnership as
described in subsection C of this section and a certificate of cancellation as
described in &#xA7; 50-73.52:4.

HISTORY: 1985, c. 607; 1987, c. 702; 1991, c. 434; 1993, c. 292; 1996, c. 292;
2007, c. 631; 2008, c. 586; 2010, c. 675.