50-73.57:3 - Entity conversion of foreign limited partnership registered to transact business in Commonwealt... - Virginia Statutes

§ 50-73.57:3. Entity conversion of foreign limited partnership registered totransact business in Commonwealth.

A. Whenever a foreign limited partnership registered to transact business inthe Commonwealth converts to another type of entity, the surviving orresulting entity shall, within 30 days after such entity conversion becomeseffective, file with the Commission a copy of the instrument of entityconversion duly authenticated by the Secretary of State or other officialhaving custody of limited partnership records in the state or otherjurisdiction under whose laws such entity conversion was effected; and

1. If the surviving or resulting entity is not continuing to transactbusiness in the Commonwealth or is not a foreign corporation, limitedliability company, business trust, or partnership registered as a registeredlimited liability partnership, then, within 30 days after such entityconversion, it shall comply on behalf of the predecessor limited partnershipwith the provisions of § 50-73.58; or

2. If the surviving or resulting entity is a foreign corporation, limitedliability company, business trust, or partnership registered as a registeredlimited liability partnership and is to continue to transact business in theCommonwealth, then, within such 30 days, it shall deliver to the Commissionan application for a certificate of authority or registration to transactbusiness in the Commonwealth or, in the case of a foreign registered limitedliability partnership, a statement of registration.

B. Upon the entity conversion of a foreign limited partnership that isregistered to transact business in the Commonwealth, all property in theCommonwealth owned by the foreign limited partnership shall pass to thesurviving or resulting entity except as otherwise provided by the laws of thestate or other jurisdiction by which it is governed, but only from and afterthe time when a duly authenticated copy of the instrument of entityconversion is filed with the Commission.

(2004, c. 274.)