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INSTRUCTIONS TO FORM LPA-73.13

This form is to be used by Virginia limited partnerships only.

The certificate must be in the English language, typewritten or printed in black on white, opaque

paper 8 1/2" by 11" in size, legible and reproducible, and free of visible watermarks and

background logos. A minimum of 1" must be provided on the left, top and bottom margins and

1/2" on the right margin. Use only one side of a page.

A separate sheet may be attached to provide for additional general partner signatures.

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The certificate must be signed by all of the general partners, or if the general partners are not

winding up the affairs of the limited partnership, then by all the liquidating trustees or a majority

of the limited partners. See § 50-73.15 A 3 of the Code of Virginia.

Each person signing the certificate must set forth his or her printed name next to or beneath his

or her signature. A person signing on behalf of a general partner that is a business entity should

set forth the business entity’s name, his or her printed name, and the capacity in which he or she

is signing on behalf of the business entity. Any person may sign a certificate by an attorney-in-

fact. See § 50-73.15 B of the Code of Virginia. As provided in § 50-73.15 C of the Code of

Virginia, the execution of a certificate by a general partner constitutes an affirmation

under the penalties of perjury that the facts stated therein are true.

This certificate may not be filed with the Commission by a limited partnership until all fees

and penalties to be collected by the Commission under Virginia’s Revised Uniform Limited

Partnership Act have been paid by or on behalf of the limited partnership; provided,

however, that an assessed annual registration fee does not have to be paid if this certificate

is filed with an effective date that is on or before the due date of the annual registration fee

payment. See § 50-73.70 of the Code of Virginia.

Submit the original, signed certificate to the Clerk of the State Corporation Commission,

P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street,

Tyler Building, 1

floor, Richmond, Virginia 23219), along with a check for the filing fee in

the amount of $25.00, payable to the State Corporation Commission. PLEASE DO NOT

SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia,

(866) 722-2551.

NOTE

A certificate of cancellation is effective when accepted for filing by the Commission, unless the

certificate provides (in paragraph 4) that it will be effective on a date certain on or after the date

the certificate of cancellation is filed. See § 50-73.17 C of the Code of Virginia.

Whenever a Virginia limited partnership that is registered as a registered limited liability

partnership has its certificate of limited partnership canceled, the limited partnership's registration

as a registered limited liability partnership is automatically revoked unless the certificate of limited

partnership was canceled incident to the conversion of the limited partnership to a partnership

pursuant to § 50-73.126 of the Code of Virginia. See § 50-73.137:1 A of the Code.

Form Lpa-73.13 - Certificate Form Of Cancellation Of A Certificate Of Limited Partnership Page 2