Bill Text: VA SB461 | 2010 | Regular Session | Enrolled
Bill Title: Partnerships; redesignates specified office as its principal office.
Spectrum: Partisan Bill (Democrat 1-0)
Status: (Passed) 2010-04-12 - Governor: Acts of Assembly Chapter text (CHAP0675) [SB461 Detail]
Download: Virginia-2010-SB461-Enrolled.html
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Be it enacted by the General Assembly of Virginia: 1. That §§12.1-19.1, 12.1-43, 50-73.1, 50-73.4, 50-73.5, 50-73.8, 50-73.11, 50-73.12, 50-73.15, 50-73.54, 50-73.77, and 50-73.83 of the Code of Virginia are amended and reenacted as follows: §12.1-19.1. Service of process on the clerk of the State Corporation Commission as statutory agent. A. Whenever by statute the clerk of the Commission is appointed or deemed to have been appointed the agent of any individual, corporation, limited partnership or other entity for the purpose of service of any process, notice, order or demand, except one issued by the Commission, service on the clerk shall be made by leaving two copies of the process for each defendant, together with the fee or fees specified in subsection G of this section, in the office of the clerk of the Commission. The party seeking service shall recite the statute or other authority pursuant to which process is being served and shall include the mailing address of the defendant in accordance with subsection D or subsection F of this section. B. The clerk or any of his staff shall forthwith mail the process to the defendant at the address supplied by the party seeking service and shall keep a record thereof. The clerk shall file a certificate of compliance with the requirements of this section with the other papers in the proceeding giving rise to the service. C. Any process, notice, order or demand issued by the Commission shall be served by being mailed by the clerk of the Commission or any of his staff to (i) the registered agent at his office address on record with the Commission or, if no such agent or address is on record with the Commission, then (ii) the defendant at the address specified in subsection D or provided pursuant to subsection F of this section. The clerk shall keep a record of any such service. D. The address for the mailing of process pursuant to this section shall be the address on record with the Commission, as follows: 1. The principal office address of a domestic corporation, or, if no such address is on record with the Commission, the address of any officer or director of the corporation. 2. The principal office address of a foreign corporation
authorized to transact business in Virginia, or, if no such address is on
record with the Commission, the address of any officer or director of the
corporation, or, in case of withdrawal from 3. The 4. If the defendant is an individual or entity other than one specified in subdivision 1, 2, or 3 of this subsection, the address set forth in any document on record with the Commission which is required or permitted to be filed by or on behalf of the defendant. E. Except as provided in subsection F of this section, the names and addresses as last filed with the Commission pursuant to law shall be conclusive for the purpose of service of process. F. Whenever the party or bureau or division of the Commission seeking service has knowledge of a defendant's current address which differs from that on record with the Commission he may, and, in the event the Commission does not have a record of the defendant's address he shall, provide the latest known mailing address of the defendant. G. The clerk of the Commission shall charge and collect at the time of any service of process on him as statutory agent, thirty dollars for each defendant named in the process, which amount may be recovered as taxable costs by the party to the proceeding giving rise to such service if such party prevails in the proceeding. §12.1-43. Tax assessments, registration fee assessments, report forms, and correspondence mailed by Commission deemed delivered. Tax assessments, registration fee assessments, report forms, and correspondence directed to a corporation, limited liability company, limited partnership, registered limited liability partnership or business trust and mailed by the Commission by first-class mail addressed to the registered agent of the corporation, limited liability company, limited partnership, registered limited liability partnership or business trust at its registered office shall be deemed to have been delivered to the entity. If the corporation, limited liability company, limited
partnership, registered limited liability partnership or business trust has no
registered agent, such mailing shall be deemed to have been delivered to the
entity when mailed by the Commission by first-class mail addressed to the
entity at its principal §50-73.1. Definitions. As used in this chapter, unless the context otherwise requires: "Certificate of limited partnership" means the certificate referred to in §50-73.11, and the certificate as amended or restated. "Commission" means the State Corporation Commission. "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner. "Domestic business trust" has the same meaning as specified in §13.1-1201. "Domestic corporation" has the same meaning as specified in §13.1-603. "Domestic limited liability company" has the same meaning as specified in §13.1-1002. "Domestic partnership" means an association of two
or more persons to carry on as co-owners a business for profit formed under §
50-73.88, or predecessor law of "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 50-73.28. "Foreign business trust" has the same meaning as specified in §13.1-1201. "Foreign corporation" has the same meaning as specified in §13.1-603. "Foreign limited liability company" has the same meaning as specified in §13.1-1002. "Foreign limited partnership" means a partnership
formed under the laws of any state or jurisdiction other than "Foreign partnership" means an association of two or
more persons to carry on as co-owners of a business for profit formed under the
laws of any state or jurisdiction other than "Foreign registered limited liability partnership" has the same meaning as specified in §50-73.79. "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. "Limited partnership" and "domestic limited
partnership" mean a partnership formed by two or more persons under the
laws of "Liquidating trustee" means a person, other than a general partner, but including a limited partner, who carries out the winding up of a limited partnership as provided in this chapter. "Partner" means a limited or general partner. "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. "Person" means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation or any other legal or commercial entity. "Principal office" means the office, in or out of
the Commonwealth, where the principal executive offices of a domestic or
foreign limited partnership "Registered limited liability partnership" means a limited partnership or general partnership formed under the laws of the Commonwealth that is registered under §50-73.132. "State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. §50-73.4. Principal office, registered office, and registered agent. A. Each domestic limited partnership and each foreign limited partnership registered to transact business in the Commonwealth shall continuously maintain: 1. A 2. A registered office in the Commonwealth that may be the same as any of its places of business; and 3. A registered agent, who shall be either: a. An individual who is a resident of the Commonwealth and is either (i) a general partner of the limited partnership, (ii) an officer or director of a corporate general partner of the limited partnership, (iii) a general partner of a general or limited partnership that is a general partner of the limited partnership, (iv) a member or manager of a limited liability company that is a general partner of the limited partnership, (v) a trustee of a trust that is a general partner of the limited partnership, or (vi) a member of the Virginia State Bar and whose business office is identical with the registered office; 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, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return. B. The sole duty of the registered agent is to forward to the limited partnership or foreign limited partnership at its last known address any process, notice or demand that is served on the registered agent. §50-73.5. Change of registered office or registered agent. A. A limited partnership or a foreign limited partnership registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth: 1. The name of the domestic or foreign limited partnership; 2. The address of its current registered office; 3. If the current registered office is to be changed, the post
office address, 4. The name of its current registered agent; 5. If the current registered agent is to be changed, the name of the new registered agent; and 6. That after the change or changes are made, the B. A statement of change shall forthwith be filed with the
Commission by a C. Except as provided in subsection D, a statement of change shall be executed on behalf of a domestic or foreign limited partnership by a general partner or a liquidating trustee or, if there are no general partners or liquidating trustees, by a limited partner. D. §50-73.8. Records to be kept. A. Each limited partnership shall keep at 1. A current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order; 2. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; 3. Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years; 4. Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and 5. Unless contained in a written partnership agreement, a writing setting out: a. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute; b. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; c. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and d. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up. B. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours. §50-73.11. Certificate of limited partnership. A. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth: 1. The name of the limited partnership that satisfies the requirements of §50-73.2; 2. The post office address, 3. The name and the post office address, 4. The post office address, B. The certificate of limited partnership may set forth any other matter that the general partners determine to include therein. C. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by §50-73.17 if, in either case, there has been substantial compliance with the requirements of this section. §50-73.12. Amendment of certificate. A. A certificate of limited partnership is amended by filing with the Commission a certificate of amendment setting forth: 1. The name of the limited partnership; 2. The date of filing of the initial certificate of limited partnership; and 3. The amendment to the certificate. B. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed: 1. The admission of a new general partner; 2. The withdrawal of a general partner; 3. The continuation of the business under §50-73.49 after an event of withdrawal of a general partner; 4. A change in the name of the limited partnership or the
address of the 5. One or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee. C. A general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate. D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine. E. An amendment to a certificate of limited partnership may
delete the name of the initial registered agent F. If an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier. G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment. H. A liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section. I. Upon the effective date and time of a certificate of amendment as provided by §50-73.17, the certificate of limited partnership shall be amended as set forth therein. §50-73.15. Execution of documents; penalty. A. Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner: 1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to §50-73.77 shall be signed by all general partners; 2. A certificate of amendment shall be signed (i) by at least one general partner and by each other general partner designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee; 3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and 4. B. Every person executing a document required or permitted by
this chapter to be filed with the Commission shall sign it and set forth
beneath or opposite his signature his name and the capacity in which he C. D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof. §50-73.54. Application for certificate of registration. A. A foreign limited partnership may apply to the Commission for a certificate of registration to transact business in the Commonwealth. The application shall be made on a form prescribed and furnished by the Commission, executed by a general partner and setting forth: 1. The name of the foreign limited partnership and, if the limited partnership is prevented by §50-73.56 from using its own name in the Commonwealth, 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 previously authorized or registered to transact business in the Commonwealth as a foreign 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 address of the proposed registered office of the
foreign limited partnership in the Commonwealth, including both (i) the post
office address 4. 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 §50-73.4, the registered agent'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; 5.
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 thereto filed in the foreign limited partnership's state or other jurisdiction of formation, duly authenticated by the secretary of state or other official having custody of the limited partnership records in the state or other jurisdiction under whose law it is formed. C. 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. §50-73.77. Transition and savings provisions. A. The repeal of Chapter 2 (§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 C. At the time a limited partnership formed prior to January 1, 1987, under the laws of this 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 § 50-73.2 and (ii) which shall contain (a) the information required by § 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 (§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'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's office or offices shown in the amended and restated certificate as being the clerk'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 §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's certificate of limited partnership as provided in §50-73.18. E. The provisions of §50-73.7 permitting service of process
on a limited partnership's registered agent or the Clerk of the Commission
shall not apply to a limited partnership formed under the laws of F. At the time a limited partnership formed before January 1, 1987, that has not previously filed a certificate of limited partnership under §50-73.11, would have been required to cancel its certificate pursuant to § 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 §50-73.52:4. §50-73.83. Execution, filing, and recording of statements; refunds; penalty. A. A statement may be filed with the Commission. A duly authenticated copy of a statement that is filed in an office in another state may be filed with the Commission. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in the Commonwealth. B. A duly authenticated copy of a statement that has been filed with the Commission and recorded in the office for recording transfers of real property has the effect provided for recorded statements in this chapter. A recorded statement that is not a duly authenticated copy of a statement filed with the Commission does not have the effect provided for recorded statements in this chapter. C. A statement filed by a partnership shall be executed by at
least two partners, except as provided in subdivision A 1 of §50-73.78. Other
statements shall be executed by a partner or other person authorized by this
chapter. The person executing a statement shall sign it and state beneath or
opposite his signature his name and the capacity in which he executes the
document. D. A person authorized by this chapter to file a statement may: 1. Amend or cancel the statement by filing an amendment or cancellation that names the partnership, states the identification number issued by the Commission to the partnership, identifies the statement, and states the substance of the amendment or cancellation; and 2. Renew a statement of partnership authority by filing during the 90-day period preceding the date of the statement's cancellation by operation of law, a renewal of a statement of partnership authority that names the partnership, states the identification number issued by the Commission to the partnership, states the partnership's desire to renew the statement of partnership authority, and states that all of the information set forth in the statement of partnership authority is true and correct as of the execution date of the renewal. E. A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner. F. The fees paid into the state treasury under this section shall be set aside and paid into the special fund created under §13.1-775.1, subject to that section. The Commission shall have the authority to certify to the Comptroller directing refund of any overpayment of a fee or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment. The Commission shall charge and collect the following fees: 1. The fee shall be $100 for filing any one of the following: a. A statement of registration as a registered limited liability partnership; or b. A statement of registration as a foreign registered limited liability partnership. 2. The fee shall be $50 for filing an annual continuation report pursuant to §50-73.134. 3. The fee shall be $25 for filing any one of the following: a. An amendment to a statement of registration as a registered limited liability partnership; b. An amendment to a statement of registration as a foreign registered limited liability partnership; or c. A statement of partnership authority or any other statement or an amendment thereto or cancellation thereof, or a renewal of a statement of partnership authority. 4. For issuing a certificate pursuant to §50-73.150, the fee shall be $6. The court responsible for recording transfers of real property may collect a fee for recording a statement. G. The Commission may provide forms for statements and reports. H. Any statement filed with the Commission under this chapter shall be typewritten or printed. The typewritten or printed portion shall be in black. Photocopies, or other reproduced copies, of typewritten or printed statements may be filed. In every case, information in the statement shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality. The statement shall be in the English language. A partnership name need not be in English if written in English letters or Arabic or Roman numerals. Any signature on a statement may be a facsimile. I. The Commission may accept the electronic filing of any information required or permitted to be filed under this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to §59.1-496. J. A statement shall be effective at the time of the filing of the statement with the Commission as set forth in this section unless the statement states that it shall become effective at a later time and date specified in the statement. In that event, the statement shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the statement is filed with the Commission. K. Notwithstanding the terms of subsection J, any statement that has a delayed effective time and date shall not become effective if, prior to the effective time and date, the parties to which the statement relates file a written notice of abandonment with the Commission. |
