50-73.77 - Transition and savings provisions. - Virginia Statutes

§ 50-73.77. Transition and savings provisions.

A. The repeal of Chapter 2 (§ 50-44 et seq.) of this title shall not impairthe continued existence of a limited partnership formed prior to January 1,1987.

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

C. At the time a limited partnership formed prior to January 1, 1987, underthe laws of the Commonwealth voluntarily elects to file a certificate underthis subsection or is required to file a certificate under this subsectionpursuant to the provisions of subsection B of this section, the limitedpartnership shall file an amended and restated certificate of limitedpartnership (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, orany amendment thereto, was last filed under the Virginia Uniform LimitedPartnership 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, orany amendments thereto, had last been filed in the clerk's office of suchjurisdictions pursuant to the provisions of the Virginia Uniform LimitedPartnership Act as it existed prior to its repeal. Within 30 days of suchfiling with the Commission, the limited partnership shall forward a copy ofthe amended and restated certificate of limited partnership, certified by theclerk of the Commission, to the clerk's office or offices shown in theamended and restated certificate as being the clerk's office or offices inwhich its certificate of limited partnership, or any amendment thereto, hadlast been filed pursuant to the provisions of the Virginia Uniform LimitedPartnership Act as it existed prior to its repeal, with the appropriate feerequired for each such filing.

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

E. The provisions of § 50-73.7 permitting service of process on a limitedpartnership's registered agent or the Clerk of the Commission shall not applyto a limited partnership formed under the laws of the Commonwealth prior toJanuary 1, 1987, until such time as the limited partnership files an amendedand restated certificate of limited partnership pursuant to subsection C ofthis section.

F. At the time a limited partnership formed before January 1, 1987, that hasnot previously filed a certificate of limited partnership under § 50-73.11,would have been required to cancel its certificate pursuant to § 50-67 as itexisted before its repeal, the limited partnership shall file with theCommission an amended and restated certificate of limited partnership asdescribed in subsection C of this section and a certificate of cancellationas described in § 50-73.52:4.

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