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INSTRUCTIONS TO FORM BTA1245

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.

You can download this guideform from our website at

If the business trust’s new name contains one of the following words or phrases “trust company,”

“corporation,” “professional corporation,” “incorporated,” “limited company,” “limited liability company,”

“professional limited liability company,” “limited partnership,” “registered limited liability partnership,” “limited

liability partnership,” “registered limited liability limited partnership,” or “limited liability limited partnership;” the

abbreviations “Corp.,” “Inc.,” “L.C.,” “LC,” “L.L.C.,” “LLC,” “P.C.,” “PC,” “P.L.C.,” “PLC,” “P.L.L.C.,” “PLLC,”

“L.P.,” “LP,” “R.L.L.P.,” “RLLP,” “L.L.P.,” “LLP,” “R.L.L.L.P.,” “RLLLP,” “L.L.L.P.,” or “LLLP;” or any word or

phrase the use of which is prohibited by law for the business trust, or if the business trust’s real name is

unavailable, it must adopt a designated name for use in Virginia. See §§ 13.1-1242 and 13.1-1244 of the

Code of Virginia. State the “for use in Virginia” name in paragraph 2 (b).

The principal office is the office where the principal executive offices of the business trust are located.

See § 13.1-1242 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 aforementioned statutory provision.

The certificate must be executed on behalf of the foreign business trust by a person who, under the laws of the

business trust’s jurisdiction of formation, is authorized to execute post-formation articles, certificates, etc. filed with

the Secretary of State or other official having custody of business trust records in such jurisdiction. The person

signing the certificate must print his or her name and the capacity in which he or she is signing beneath or

opposite his or her signature. A person signing on behalf of a business entity must set forth the name of the

business entity, its relationship to the business trust (e.g., trustee), the individual’s printed name and the capacity

in which he or she is signing on behalf of the business entity. See § 13.1-1202 of the Code of Virginia.

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

respect with intent that the document be delivered to the Commission for filing. See § 13.1-1205

of the Code of Virginia.

This certificate may not be filed with the Commission until all fees and penalties to be collected by the

Commission under the Virginia Business Trust Act have been paid by or on behalf of the business trust;

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

on or before the due date of the annual registration fee payment. See § 13.1-1065 of the Code of Virginia.

IMPORTANT: The certificate must be submitted to the Clerk of the Commission with a certified or

otherwise authenticated copy of the business trust’s document, if any, effecting the correction or

change, filed in the foreign business trust’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 official having

custody of business trust records in the state or other jurisdiction of its formation. The certificate of the

Secretary of State or other public official having custody of business trust records must indicate that the

document effecting the correction or change is 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

§ 13.1-1245 of the Code of Virginia.

Submit the original, signed certificate and the certified copy of the business trust’s document effecting the

correction or change 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

The registered office and/or registered agent cannot be changed by filing a certificate of correction. This

change must be accomplished by filing a statement of change of a registered office and/or registered

agent on form BTA1221.

A request for this form can be made via the Commission’s website at

or by contacting the Clerk’s Office of

the State Corporation Commission at the telephone numbers shown above.

Form Bta1245 - Certificate Of Correction For A Foreign Business Trust - Commonwealth Of Virginia State Corporation Commission Page 2

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