50-73.134 - Registered limited liability partnership annual continuation reports. - Virginia Statutes

§ 50-73.134. Registered limited liability partnership annual continuationreports.

A. On or before July 1 of each year after the calendar year in which itbecame registered under § 50-73.132, each registered limited liabilitypartnership and each foreign registered limited liability partnershipauthorized to transact business in this Commonwealth shall file an annualcontinuation report with the Commission setting forth the name of thepartnership, the partnership's current principal office address and, if aforeign registered limited liability partnership, the jurisdiction in whichit is registered as a registered limited liability partnership. If the reportappears to be incomplete or inaccurate, the Commission shall return it forcorrection or explanation. Otherwise, it shall be deemed filed in the officeof the clerk of the Commission. The report shall be made on forms furnishedby the Commission and shall be forwarded by the clerk of the Commission,before June 1, to each registered limited liability partnership.

B. The information required shall be given as of the date of the execution ofthe report, and it shall be executed by a partner in the registered limitedliability partnership or foreign registered limited liability partnership or,if a receiver or trustee has been appointed for the partnership, by thereceiver or trustee on behalf of the registered limited liability partnershipor foreign registered limited liability partnership. The report shall beaccompanied by the fee prescribed in subdivision F 2 of § 50-73.83.

C. If any registered limited liability partnership or foreign registeredlimited liability partnership fails to pay the fee or file any reportrequired by this section on or before September 1 of the year due, theCommission shall mail notice to the partnership of the impending cancellationof its registration. Whether or not such notice is mailed, if the partnershipfails to file the report or pay the fee on or before November 1 of the yearit is due, the registration of the partnership shall be automaticallycanceled and the partnership shall automatically cease to be a registeredlimited liability partnership or foreign registered limited liabilitypartnership as of November 1, but shall continue to be a partnership orlimited partnership, as the case may be, under this title.

D. Any partnership formed under the laws of the Commonwealth that has ceasedto be a registered limited liability partnership under subsection C shall notbe considered to have dissolved as a result of ceasing to be a registeredlimited liability partnership.

E. A registered limited liability partnership or foreign registered limitedliability partnership that has ceased to be a registered limited liabilitypartnership or a foreign registered limited liability partnership undersubsection C, subsection F of § 50-73.135, § 50-73.137, 50-73.137:1, or50-73.139, as the case may be, may apply to the Commission to have its statusas a registered limited liability partnership or foreign registered limitedliability partnership restored within five years of the date on which itsstatus was canceled. To have its status restored, a registered limitedliability partnership or foreign registered limited liability partnershipshall provide the Commission with the following:

1. An application for restoration signed by a partner of a partnership or ageneral partner of a limited partnership, as the case may be;

2. A restoration fee of $100;

3. An annual continuation report and payment of the fee due upon filing theannual continuation report for the year in which restoration is sought,unless the report previously was filed;

4. All fees that were due before its status as a registered limited liabilitypartnership or foreign registered limited liability partnership was canceledand that would have become due thereafter for the filing of its annualcontinuation reports if its status had not been canceled;

5. Any amendment to its statement of registration with the Commission asrequired by subsection D of § 50-73.136; and

6. If the registered limited liability partnership's or foreign registeredlimited liability partnership's registered agent has filed a certificate ofresignation and a new registered agent has not been appointed, a certificateof change pursuant to § 50-73.135.

F. A registered limited liability partnership or foreign registered limitedliability partnership that has ceased to be a registered limited liabilitypartnership or foreign registered limited liability partnership under thissection, subsection F of § 50-73.135, § 50-73.137, 50-73.137:1, or 50-73.139that restores its status as a registered limited liability partnership orforeign registered limited liability partnership shall be deemed not to havelost its status as a registered limited liability partnership or foreignregistered limited liability partnership under this article.

G. The Commission shall not file with respect to any domestic or foreignregistered limited liability partnership any statement referred to in thischapter until all annual continuation reports required to be filed with theCommission under this article have been filed.

(1996, c. 292; 2000, c. 5; 2002, c. 441; 2004, c. 601; 2007, c. 631; 2009, c.716.)