Form Lpa-73.54 - Application For Registration Of Foreign Limited Partnership

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

___________________________________________________________________________________.

(number/street)

(city or town)

(state)

(zip)

9. The post office address, including the street and number, if any, of the specified office of the foreign

limited partnership required to be maintained by § 50-73.4, at which a list of the names, addresses and

capital contributions of the limited partners will be kept until the cancellation or withdrawal of the foreign

limited partnership's registration in Virginia is

___________________________________________________________________________________.

(number/street)

(city or town)

(state)

(zip)

10. An authenticated copy of the applicant’s certificate of limited partnership and other constituent documents

are submitted herewith. (See instructions.)

11. The undersigned general partner of the limited partnership declares that the foregoing is true to the best

of his/her knowledge, information and belief.

___________________________________________________________________________________

(signature of general partner)

(title)

___________________________________________________________________________________

(printed name of general partner)

(date)

(telephone number (optional))

INSTRUCTIONS

Section 50-73.17 of the Code of Virginia requires that this application be in the English language, typewritten or printed in black, legible and

reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos.

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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 “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 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 specified office and 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 specified office or principal office’s location. 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 specified office or principal office’s

location. See § 50-73.54 of the Code of Virginia.

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

The registered 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. This application must include the SCC ID number of each

general partner that is of record with the State Corporation Commission.

The application must be signed in the name of the limited partnership by a general partner. Any person may sign the application by an

attorney-in-fact. Every person executing a document shall sign it and print his or her name next to or beneath his signature and the capacity

in which he or she signs. As provided in § 50-73.15 C of the Code of Virginia, the execution of this application by a general partner

constitutes an affirmation under the penalties of perjury that the facts stated herein are true.

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 articles are a “true and correct copy” of the official records, or words to that effect. A Certificate of Existence/Fact/Good

Standing is not 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, 1-866-722-2551.

Form Lpa-73.54 - Application For Registration Of Foreign Limited Partnership - 2005 Page 2

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