50-73.54 - Application for certificate of registration.
§ 50-73.54. Application for certificate of registration.
A. A foreign limited partnership may apply to the Commission for acertificate of registration to transact business in the Commonwealth. Theapplication shall be made on a form prescribed and furnished by theCommission, executed by a general partner and setting forth:
1. The name of the foreign limited partnership and, if the limitedpartnership is prevented by § 50-73.56 from using its own name in theCommonwealth, a designated name that satisfies the requirements of § 50-73.56;
2. The name of the state or other jurisdiction under whose law it is formed,the date of its formation, and if the limited partnership was previouslyauthorized or registered to transact business in the Commonwealth as aforeign corporation, limited liability company, business trust, limitedpartnership, or registered limited liability partnership, with respect toevery 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 issuedto it by the Commission;
3. The address of the proposed registered office of the foreign limitedpartnership in the Commonwealth, including both (i) the post office address,including the street and number, if any, and (ii) the name of the city orcounty in which it is located and the name of its proposed registered agentin the Commonwealth at such address and that the registered agent is either(a) an individual who is a resident of Virginia and either a general partnerof the limited partnership, an officer or director of a corporate generalpartner of the limited partnership, a general partner of a general partner ofthe limited partnership, a member or manager of a limited liability companythat is a general partner of the limited partnership, a trustee of a trustthat is a general partner of the limited partnership, or a member of theVirginia State Bar or (b) a domestic or foreign stock or nonstockcorporation, limited liability company or registered limited liabilitypartnership authorized to transact business in the Commonwealth;
4. A statement that the Clerk of the Commission is irrevocably appointed theagent of the foreign limited partnership for service of process if theforeign limited partnership fails to maintain a registered agent in theCommonwealth as required by § 50-73.4, the registered agent's authority hasbeen revoked, the registered agent has resigned or the registered agentcannot be found or served with the exercise of reasonable diligence;
5. 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, thejurisdiction under whose law the general partner is incorporated, organized,or formed, and, if it is of record with the Commission, the identificationnumber issued by the Commission to such general partner; and
6. The post office address, including the street and number, if any, of theforeign limited partnership's principal office, at which is kept a list ofthe names and addresses of the limited partners and their capitalcontributions, together with an undertaking by the foreign limitedpartnership to maintain those records until the foreign limited partnership'sregistration in the Commonwealth is canceled or withdrawn.
B. The foreign limited partnership shall deliver with the completedapplication a copy of its certificate of limited partnership or, if there isno such certificate, a copy of the partnership agreement and all amendmentsthereto filed in the foreign limited partnership's state or otherjurisdiction of formation, duly authenticated by the secretary of state orother official having custody of the limited partnership records in the stateor other jurisdiction under whose law it is formed.
C. If the Commission finds that the application complies with therequirements of law and that all required fees have been paid, it shall issuea certificate of registration to transact business in the Commonwealth.
(1985, c. 607; 1987, c. 702; 2002, c. 441; 2003, c. 378; 2004, c. 274; 2007,c. 631; 2010, c. 675.)