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:

Terms Used In Virginia Code 50-73.11

  • Certificate of limited partnership: means the certificate referred to in § 50-73. See Virginia Code 50-73.1
  • City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
  • Commission: means the State Corporation Commission. See Virginia Code 50-73.1
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Entity: includes any domestic or foreign limited partnership or other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 50-73.1
  • 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. See Virginia Code 50-73.1
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Partner: means a limited or general partner. See Virginia Code 50-73.1
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited partnership are located. See Virginia Code 50-73.1
  • Registered limited liability partnership: means a limited partnership or general partnership formed under the laws of the Commonwealth that is registered under § 50-73. See Virginia Code 50-73.1
  • State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Virginia Code 50-73.1
  • Trustee: A person or institution holding and administering property in trust.

1. The name of the limited partnership that satisfies the requirements of § 50-73.2;

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

3. The name and the 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 it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and

4. The post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth.

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.

1985, c. 607; 1987, c. 702; 1993, c. 292; 2001, cc. 517, 541; 2003, c. 378; 2007, c. 631; 2010, c. 675; 2013, c. 18.

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