§ 50-73.135. Registered office and registered agent.
A. Each registered limited liability partnership and each foreign registeredlimited liability partnership registered pursuant to this article shallcontinuously maintain in this Commonwealth:
1. A registered office that may be the same as any of its places of business;and
2. A registered agent who shall be either:
a. An individual who is a resident of this Commonwealth and is either (i) ageneral partner of the registered limited liability partnership, (ii) anofficer or director of a corporate general partner of the registered limitedliability partnership, (iii) a general partner of a general partner of theregistered limited liability partnership, (iv) a member or manager of alimited liability company that is a general partner of the registered limitedliability partnership, (v) a trustee of a trust that is a general partner ofthe registered limited liability partnership, or (vi) a member of theVirginia State Bar, and whose business office is identical with theregistered office; or
b. A domestic or foreign stock or nonstock corporation, limited liabilitycompany or registered limited liability partnership authorized to transactbusiness in this Commonwealth, the business office of which is identical withthe registered office; provided such a registered agent (i) shall not be itsown registered agent and (ii) shall designate by instrument in writing,acknowledged before a notary public, one or more natural persons at theoffice of the registered agent upon whom any process, notice or demand may beserved and shall continuously maintain at least one such person at thatoffice. Whenever any such person accepts service, a photographic copy of suchinstrument shall be attached to the return.
B. The registered agent of a registered limited liability partnership orforeign registered limited liability partnership is the partnership's agentfor service of process, notice, or demand required or permitted by law to beserved on the partnership. The sole duty of the registered agent is toforward to the registered limited liability partnership or foreign registeredlimited liability partnership at its last known address any process, noticeor demand that is served on the registered agent.
C. A registered limited liability partnership or a foreign registered limitedliability partnership that is registered to transact business in theCommonwealth may change its registered office or registered agent, or both,upon filing with the Commission a certificate of change on a form prescribedand furnished by the Commission that sets forth:
1. The name of the registered limited liability partnership or foreignregistered limited liability partnership;
2. The address of its current registered office;
3. If the current address of its registered office is to be changed, thepost-office address, including the street and number, if any, of the newregistered office, and the name of the city or county in which it is located;
4. The name of its current registered agent;
5. If the current registered agent is to be changed, the name of the newregistered agent; and
6. That after the change or changes are made, the registered limitedliability partnership or foreign registered limited liability partnershipwill be in compliance with the requirements of this section.
D. A certificate of change shall forthwith be filed with the Commission by aregistered limited liability partnership or foreign registered limitedliability partnership whenever its registered agent dies, resigns or ceasesto satisfy the requirements of subsection A.
E. A registered limited liability partnership's or foreign registered limitedliability partnership's registered agent may sign a certificate as requiredabove if (i) the business address of the registered agent changes to anotherpost office address within the Commonwealth or (ii) the name of theregistered agent has been legally changed. A registered limited liabilitypartnership's or foreign registered limited liability partnership's newregistered agent may sign and submit for filing a certificate as requiredabove if (a) the former registered agent is a business entity that has beenmerged into the new registered agent, (b) the instrument of merger is onrecord in the office of the clerk of the Commission, and (c) the newregistered agent is an entity that is qualified to serve as a registeredagent pursuant to subsection A. In either instance, the registered agent orsurviving entity shall forthwith file a certificate of change as required insubsection D, which shall recite that a copy of the certificate shall bemailed to the principal office of the registered limited liabilitypartnership or foreign registered limited liability partnership on or beforethe business day following the day on which the certificate is filed.
F. A registered agent may resign the agency appointment by signing and filingwith the Commission a certificate of resignation accompanied by acertification that the registered agent shall mail a copy thereof to theprincipal office of the registered limited liability partnership or foreignregistered limited liability partnership by certified mail on or before thebusiness day following the day on which the certificate is filed. Thecertificate of resignation may include a statement that the registered officeis also discontinued. The agency appointment is terminated, and theregistered office discontinued if so provided, on the thirty-first day afterthe date on which the certificate was filed. If any registered limitedliability partnership or foreign registered limited liability partnershipwhose registered agent has filed with the Commission a certificate ofresignation fails to file a certificate of change pursuant to subsection Cwithin 31 days after the date on which the certificate of resignation wasfiled, the Commission shall mail notice to the registered limited liabilitypartnership or foreign registered limited liability partnership of theimpending cancellation of its status as a registered limited liabilitypartnership. If the registered limited liability partnership or foreignregistered limited liability partnership fails to file a certificate ofchange on or before the last day of the second month immediately followingthe month in which the impending cancellation notice was mailed, theregistered limited liability partnership's or foreign registered limitedliability partnership's status as a registered limited liability partnershipshall be automatically canceled as of that day.
G. Whenever a registered limited liability partnership or a foreignregistered limited liability partnership fails to appoint or maintain aregistered agent in this Commonwealth or whenever its registered agent cannotwith reasonable diligence be found at his address, the clerk of theCommission shall be the agent of the partnership upon whom service may bemade in accordance with § 12.1-19.1.
H. This section does not prescribe the only means, or necessarily therequired means, of serving a registered limited liability partnership or aforeign registered limited liability partnership.
(1996, c. 292; 2000, c. 537; 2001, cc. 517, 541; 2003, c. 597; 2009, c. 716;2010, c. 434.)
§ 50-73.135. Registered office and registered agent.
A. Each registered limited liability partnership and each foreign registeredlimited liability partnership registered pursuant to this article shallcontinuously maintain in this Commonwealth:
1. A registered office that may be the same as any of its places of business;and
2. A registered agent who shall be either:
a. An individual who is a resident of this Commonwealth and is either (i) ageneral partner of the registered limited liability partnership, (ii) anofficer or director of a corporate general partner of the registered limitedliability partnership, (iii) a general partner of a general partner of theregistered limited liability partnership, (iv) a member or manager of alimited liability company that is a general partner of the registered limitedliability partnership, (v) a trustee of a trust that is a general partner ofthe registered limited liability partnership, or (vi) a member of theVirginia State Bar, and whose business office is identical with theregistered office; or
b. A domestic or foreign stock or nonstock corporation, limited liabilitycompany or registered limited liability partnership authorized to transactbusiness in this Commonwealth, the business office of which is identical withthe registered office; provided such a registered agent (i) shall not be itsown registered agent and (ii) shall designate by instrument in writing,acknowledged before a notary public, one or more natural persons at theoffice of the registered agent upon whom any process, notice or demand may beserved and shall continuously maintain at least one such person at thatoffice. Whenever any such person accepts service, a photographic copy of suchinstrument shall be attached to the return.
B. The registered agent of a registered limited liability partnership orforeign registered limited liability partnership is the partnership's agentfor service of process, notice, or demand required or permitted by law to beserved on the partnership. The sole duty of the registered agent is toforward to the registered limited liability partnership or foreign registeredlimited liability partnership at its last known address any process, noticeor demand that is served on the registered agent.
C. A registered limited liability partnership or a foreign registered limitedliability partnership that is registered to transact business in theCommonwealth may change its registered office or registered agent, or both,upon filing with the Commission a certificate of change on a form prescribedand furnished by the Commission that sets forth:
1. The name of the registered limited liability partnership or foreignregistered limited liability partnership;
2. The address of its current registered office;
3. If the current address of its registered office is to be changed, thepost-office address, including the street and number, if any, of the newregistered office, and the name of the city or county in which it is located;
4. The name of its current registered agent;
5. If the current registered agent is to be changed, the name of the newregistered agent; and
6. That after the change or changes are made, the registered limitedliability partnership or foreign registered limited liability partnershipwill be in compliance with the requirements of this section.
D. A certificate of change shall forthwith be filed with the Commission by aregistered limited liability partnership or foreign registered limitedliability partnership whenever its registered agent dies, resigns or ceasesto satisfy the requirements of subsection A.
E. A registered limited liability partnership's or foreign registered limitedliability partnership's registered agent may sign a certificate as requiredabove if (i) the business address of the registered agent changes to anotherpost office address within the Commonwealth or (ii) the name of theregistered agent has been legally changed. A registered limited liabilitypartnership's or foreign registered limited liability partnership's newregistered agent may sign and submit for filing a certificate as requiredabove if (a) the former registered agent is a business entity that has beenmerged into the new registered agent, (b) the instrument of merger is onrecord in the office of the clerk of the Commission, and (c) the newregistered agent is an entity that is qualified to serve as a registeredagent pursuant to subsection A. In either instance, the registered agent orsurviving entity shall forthwith file a certificate of change as required insubsection D, which shall recite that a copy of the certificate shall bemailed to the principal office of the registered limited liabilitypartnership or foreign registered limited liability partnership on or beforethe business day following the day on which the certificate is filed.
F. A registered agent may resign the agency appointment by signing and filingwith the Commission a certificate of resignation accompanied by acertification that the registered agent shall mail a copy thereof to theprincipal office of the registered limited liability partnership or foreignregistered limited liability partnership by certified mail on or before thebusiness day following the day on which the certificate is filed. Thecertificate of resignation may include a statement that the registered officeis also discontinued. The agency appointment is terminated, and theregistered office discontinued if so provided, on the thirty-first day afterthe date on which the certificate was filed. If any registered limitedliability partnership or foreign registered limited liability partnershipwhose registered agent has filed with the Commission a certificate ofresignation fails to file a certificate of change pursuant to subsection Cwithin 31 days after the date on which the certificate of resignation wasfiled, the Commission shall mail notice to the registered limited liabilitypartnership or foreign registered limited liability partnership of theimpending cancellation of its status as a registered limited liabilitypartnership. If the registered limited liability partnership or foreignregistered limited liability partnership fails to file a certificate ofchange on or before the last day of the second month immediately followingthe month in which the impending cancellation notice was mailed, theregistered limited liability partnership's or foreign registered limitedliability partnership's status as a registered limited liability partnershipshall be automatically canceled as of that day.
G. Whenever a registered limited liability partnership or a foreignregistered limited liability partnership fails to appoint or maintain aregistered agent in this Commonwealth or whenever its registered agent cannotwith reasonable diligence be found at his address, the clerk of theCommission shall be the agent of the partnership upon whom service may bemade in accordance with § 12.1-19.1.
H. This section does not prescribe the only means, or necessarily therequired means, of serving a registered limited liability partnership or aforeign registered limited liability partnership.
(1996, c. 292; 2000, c. 537; 2001, cc. 517, 541; 2003, c. 597; 2009, c. 716;2010, c. 434.)
§ 50-73.135. Registered office and registered agent.
A. Each registered limited liability partnership and each foreign registeredlimited liability partnership registered pursuant to this article shallcontinuously maintain in this Commonwealth:
1. A registered office that may be the same as any of its places of business;and
2. A registered agent who shall be either:
a. An individual who is a resident of this Commonwealth and is either (i) ageneral partner of the registered limited liability partnership, (ii) anofficer or director of a corporate general partner of the registered limitedliability partnership, (iii) a general partner of a general partner of theregistered limited liability partnership, (iv) a member or manager of alimited liability company that is a general partner of the registered limitedliability partnership, (v) a trustee of a trust that is a general partner ofthe registered limited liability partnership, or (vi) a member of theVirginia State Bar, and whose business office is identical with theregistered office; or
b. A domestic or foreign stock or nonstock corporation, limited liabilitycompany or registered limited liability partnership authorized to transactbusiness in this Commonwealth, the business office of which is identical withthe registered office; provided such a registered agent (i) shall not be itsown registered agent and (ii) shall designate by instrument in writing,acknowledged before a notary public, one or more natural persons at theoffice of the registered agent upon whom any process, notice or demand may beserved and shall continuously maintain at least one such person at thatoffice. Whenever any such person accepts service, a photographic copy of suchinstrument shall be attached to the return.
B. The registered agent of a registered limited liability partnership orforeign registered limited liability partnership is the partnership's agentfor service of process, notice, or demand required or permitted by law to beserved on the partnership. The sole duty of the registered agent is toforward to the registered limited liability partnership or foreign registeredlimited liability partnership at its last known address any process, noticeor demand that is served on the registered agent.
C. A registered limited liability partnership or a foreign registered limitedliability partnership that is registered to transact business in theCommonwealth may change its registered office or registered agent, or both,upon filing with the Commission a certificate of change on a form prescribedand furnished by the Commission that sets forth:
1. The name of the registered limited liability partnership or foreignregistered limited liability partnership;
2. The address of its current registered office;
3. If the current address of its registered office is to be changed, thepost-office address, including the street and number, if any, of the newregistered office, and the name of the city or county in which it is located;
4. The name of its current registered agent;
5. If the current registered agent is to be changed, the name of the newregistered agent; and
6. That after the change or changes are made, the registered limitedliability partnership or foreign registered limited liability partnershipwill be in compliance with the requirements of this section.
D. A certificate of change shall forthwith be filed with the Commission by aregistered limited liability partnership or foreign registered limitedliability partnership whenever its registered agent dies, resigns or ceasesto satisfy the requirements of subsection A.
E. A registered limited liability partnership's or foreign registered limitedliability partnership's registered agent may sign a certificate as requiredabove if (i) the business address of the registered agent changes to anotherpost office address within the Commonwealth or (ii) the name of theregistered agent has been legally changed. A registered limited liabilitypartnership's or foreign registered limited liability partnership's newregistered agent may sign and submit for filing a certificate as requiredabove if (a) the former registered agent is a business entity that has beenmerged into the new registered agent, (b) the instrument of merger is onrecord in the office of the clerk of the Commission, and (c) the newregistered agent is an entity that is qualified to serve as a registeredagent pursuant to subsection A. In either instance, the registered agent orsurviving entity shall forthwith file a certificate of change as required insubsection D, which shall recite that a copy of the certificate shall bemailed to the principal office of the registered limited liabilitypartnership or foreign registered limited liability partnership on or beforethe business day following the day on which the certificate is filed.
F. A registered agent may resign the agency appointment by signing and filingwith the Commission a certificate of resignation accompanied by acertification that the registered agent shall mail a copy thereof to theprincipal office of the registered limited liability partnership or foreignregistered limited liability partnership by certified mail on or before thebusiness day following the day on which the certificate is filed. Thecertificate of resignation may include a statement that the registered officeis also discontinued. The agency appointment is terminated, and theregistered office discontinued if so provided, on the thirty-first day afterthe date on which the certificate was filed. If any registered limitedliability partnership or foreign registered limited liability partnershipwhose registered agent has filed with the Commission a certificate ofresignation fails to file a certificate of change pursuant to subsection Cwithin 31 days after the date on which the certificate of resignation wasfiled, the Commission shall mail notice to the registered limited liabilitypartnership or foreign registered limited liability partnership of theimpending cancellation of its status as a registered limited liabilitypartnership. If the registered limited liability partnership or foreignregistered limited liability partnership fails to file a certificate ofchange on or before the last day of the second month immediately followingthe month in which the impending cancellation notice was mailed, theregistered limited liability partnership's or foreign registered limitedliability partnership's status as a registered limited liability partnershipshall be automatically canceled as of that day.
G. Whenever a registered limited liability partnership or a foreignregistered limited liability partnership fails to appoint or maintain aregistered agent in this Commonwealth or whenever its registered agent cannotwith reasonable diligence be found at his address, the clerk of theCommission shall be the agent of the partnership upon whom service may bemade in accordance with § 12.1-19.1.
H. This section does not prescribe the only means, or necessarily therequired means, of serving a registered limited liability partnership or aforeign registered limited liability partnership.
(1996, c. 292; 2000, c. 537; 2001, cc. 517, 541; 2003, c. 597; 2009, c. 716;2010, c. 434.)
