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8. The post office address, including the street and number, if any, of the principal office of the foreign limited

partnership, at which is kept a list of the names, addresses and capital contributions of the limited partners,

together with an undertaking by the limited partnership to maintain those records until the cancellation or

withdrawal of the foreign limited partnership's registration in Virginia, is

_______________________________________________________________________________________.

(number/street)

(city or town)

(state)

(zip)

Signature of general partner:

_____________________________________________________

_____________________

(signature)

(date)

_____________________________________________________

_______________________________

(printed name and title)

(telephone number (optional))

PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included

in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing.

INSTRUCTIONS TO FORM LPA-73.54

The application 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.

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The limited partnership’s name must be set forth in paragraph 1 exactly as it appears in its certificate of limited partnership, as amended, without

alteration or abbreviation. If the name of the limited partnership does not contain the words "limited partnership" or "a limited partnership" or the

abbreviation "L.P." or “LP,” the limited partnership must add one of the foregoing to its name for use in Virginia. If the limited partnership’s real

name is unavailable, it must adopt a designated name for use in Virginia. State the designated “for use in Virginia” name in parentheses on the

first line of the application, following the limited partnership’s real name. See §§ 50-73.54 and 50-73.56 of the Code of Virginia. To check the

availability of a limited partnership name, please contact the Clerk’s Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551.

If the limited partnership was previously authorized or registered with the Commission to transact business in Virginia as a foreign

corporation, limited liability company, business trust, limited partnership or registered limited liability partnership, with respect to every such

prior authorization or registration, set forth, on an attachment, the name of the entity, the entity’s type, the state or other jurisdiction of

incorporation, organization or formation; and the identification number that was issued to the entity by the Commission.

The address of the principal office must include a street address. A rural route and box number may only be used if no street address is

associated with the principal office’s location. See § 50-73.54 of the Code of Virginia.

A limited partnership may not serve as its own registered agent.

The registered office address, which is identical to the registered agent’s business office address, must include the street and number, if any. See

§ 50-73.54 of the Code of Virginia. A rural route and box number may only be used if no street address is associated with the location of the

registered agent’s business office. A post office box is only acceptable for towns/cities that have a population of 2,000 or less if no street address

or rural route and box number is associated with the location of the registered agent’s business office. Set forth the name of the county or

independent city in which the office is physically located. Counties and independent cities in Virginia are separate local jurisdictions.

Use an attachment to set forth additional general partner names and addresses. If a general partner is a business entity, this application must

include the jurisdiction under whose laws the general partner is incorporated, organized or formed, and, if the general partner is of record in the

Clerk’s Office of the State Corporation Commission, the SCC ID number assigned to the general partner. See § 50-73.54 of the Code of Virginia.

The application must be signed in the name of the limited partnership by a general partner. Each person signing this application 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 the application by an attorney-in-fact. See § 50-73.15 B of the Code of Virginia.

It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with the intent

that the document be delivered to the Commission for filing. See § 50-73.15 C of the Code of Virginia.

The application must be submitted to the Clerk of the Commission with a certified or otherwise authenticated copy of the limited

partnership’s certificate of limited partnership or other constituent documents, including all amendments and mergers, filed in the

foreign limited partnership’s state or other jurisdiction of formation, authenticated within the past 12 months under the original

signature and seal of the Secretary of State or other official having custody of limited partnership records in the state or other jurisdiction

under whose law it is formed. The certificate of the Secretary of State or other public official having custody of limited partnership records

must indicate that the attached documents are a “true and correct copy” of the official records, or words to that effect. A

Certificate of Existence/Fact/Good Standing is not sufficient or acceptable. See § 50-73.54 of the Code of Virginia.

Submit the original, signed application and the certified copy of the limited partnership’s certificate, as amended, to the Clerk of the State

Corporation Commission, P. O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 E. Main Street, Tyler Building, 1

floor,

Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, 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.

Form Lpa-73.54 - Application For A Certificate Of Registration To Transact Business In Virginia As A Foreign Limited Partnership Page 2

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