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INSTRUCTIONS TO FORM LLC-1010.1

The articles 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.

This form can be downloaded from our website at

The proposed name of the limited liability company must be distinguishable upon the records of the Commission. See § 13.1-

1012 of the Code of Virginia. To check the availability of a proposed name, contact the Clerk’s Office at (804) 371-9733 or

toll-free in Virginia, 1-866-722-2551, or visit

The limited liability company may not serve as its own registered agent.

The location of the registered office must be identical to the business office of the registered agent. See § 13.1-1015 of

the Code of Virginia.

The address of the registered office must include a street and number if one is associated with the registered office’s

location. See § 13.1-1015 of the Code of Virginia. A rural route and box number may only be used if no street address is

associated with the registered office’s location. A post office box is only acceptable for towns that have a population of

2,000 or less when no street address or rural route and box number is associated with the registered office’s location. Set

forth the name of the county or independent city in which the registered office is physically located. Counties and

independent cities in Virginia are separate local jurisdictions.

The principal office is the office where the principal executive offices of the limited liability company are located.

See § 13.1-1002 of the Code of Virginia. It is also the location at which the limited liability company is required to

keep a current list of the full name and last known address of each member of the limited liability company, as well

as the other limited liability company information and records specified in § 13.1 -1028 of the Code of Virginia.

The principal office address must include a street and number if one is associated with the principal office’s location. A

rural route and box number may only be used if no street address is associated with the principal office’s location. A post

office box is not acceptable given the statutory provisions described in the preceding paragraph.

The articles must be signed on behalf of a partnership by a partner and on behalf of a limited partnership by a general

partner. Each person signing these articles 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.

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

with intent that the document be delivered to the Commission for filing. See § 13.1-1006 of the Code of Virginia.

These articles 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 these articles are 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 signed articles 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 $100.00, payable to the State Corporation Commission. DO NOT SEND CASH. If you have

any questions, contact the Clerk’s Office at (804) 371-9733 or toll-free in Virginia, 1-866-722-2551.

NOTE

When a foreign limited partnership that is registered to transact business in Virginia or a foreign partnership or limited

partnership that is registered as a foreign registered limited liability partnership converts into a Virginia limited liability

company, its certificate of registration to transact business in Virginia and/or certificate of registration as a foreign

registered limited liability partnership, as the case may be, is automatically canceled as of the effective date of the

certificate of organization that is issued by the Commission. See § 13.1-1010.1 of the Code of Virginia.

Form Llc-1010.1 - Articles Of Organization For Conversion Of A Virginia Or Foreign Partnership Or Limited Partnership To A Virginia Limited Liability Company Page 2

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