50-73.136 - Amendment of statement of registration; effect of statement of registration. - Virginia Statutes

§ 50-73.136. Amendment of statement of registration; effect of statement ofregistration.

A. Notwithstanding the provisions of subsection D or any other provision ofthis chapter, the status of a partnership as a registered limited liabilitypartnership or a foreign registered limited liability partnership, and theliability of the partners thereof, shall not be affected by (i) errors in theinformation stated in the statement of registration, if the statement wasfiled in good faith, or (ii) changes after the filing of a statement ofregistration in the information stated in the statement.

B. A statement of registration or any amendment thereto may also serve as astatement of partnership authority under § 50-73.93, a statement of denialunder § 50-73.94, a statement of dissociation under § 50-73.115, or astatement of dissolution under § 50-73.121 if (i) the title of the statementindicates each purpose for which it is filed and (ii) if the statement ofregistration otherwise meets the requirements of the particular otherstatement and, to the extent that it serves as such an other statement, itmay be amended, canceled or limited, in accordance with §§ 50-73.93,50-73.94, 50-73.115 and 50-73.121, but any amendment, cancellation orlimitation shall not affect the validity of the statement of registration ofthe partnership as a registered limited liability partnership, which may beamended only as provided in § 50-73.136 or canceled in accordance with §50-73.137 or 50-73.139.

C. The filing of a statement of registration shall be conclusive as to thirdparties, and it shall be incontestable by third parties that all conditionsprecedent to registration as a registered limited liability partnership orforeign registered limited liability partnership have been met.

D. A statement of registration for a registered limited liability partnershipor foreign limited liability partnership is amended by filing an amendmentthereto with the Commission. The amendment shall set forth: the name of theregistered limited liability partnership or foreign registered limitedliability partnership, the date of filing of the initial statement ofregistration; in the case of a foreign registered limited liabilitypartnership, the jurisdiction in which it is registered as a limitedliability partnership; and the amendment to the statement of registration. Anamendment to the statement of registration shall be filed by a registeredlimited liability partnership or foreign registered limited liabilitypartnership not later than thirty days after (i) a change in the name of thepartnership or (ii) the partnership has knowledge that a material statementin the statement of registration was false or inaccurate when made or thatany facts described therein have changed, making the statement ofregistration inaccurate in any material respect. An amendment to thestatement of registration may be filed for any other proper purpose. Unlessotherwise provided in this chapter or in the amendment to the statement ofregistration, an amendment to a statement of registration shall be effectiveat the time of its filing with the Commission.

(1996, c. 292; 2000, c. 58; 2009, c. 716.)