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2012 SESSION
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, 50-73.24, and 50-73.78 of the Code of Virginia are amended and reenacted as follows:
§ 13.1-630. Corporate name.
A. A corporate name shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." Such words and their corresponding abbreviations may be used interchangeably for all purposes.
B. A corporate name shall not contain:
1. Any language stating or implying that it will transact one of the special kinds of businesses listed in § 13.1-620 unless it proposes in fact to engage in such special kind of business;
2. The word "redevelopment" unless the corporation
is organized as an urban redevelopment corporation pursuant to Chapter 190 of
the 1946 Acts of Assembly, as amended; or
3. Any word, abbreviation, or combination of characters that states or implies the corporation is a limited liability company or a limited partnership; or
4. Any word or phrase that is prohibited by law for such corporation.
C. Except as authorized by subsection D, a corporate name shall be distinguishable upon the records of the Commission from:
1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;
2. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
3. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;
4. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;
5. A limited liability company name reserved under § 13.1-1013;
6. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth;
7. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth;
8. A business trust name reserved under § 13.1-1215;
9. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth;
10. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth;
11. A limited partnership name reserved under § 50-73.3; and
12. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth.
D. A domestic corporation may apply to the Commission for authorization to use a name that is not distinguishable upon the Commission's records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation.
E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.
F. The Commission, in determining whether a corporate name is
distinguishable upon its records from the name of any of the business entities listed
in subsection C, shall not consider any word, phrase, abbreviation, or
designation required or permitted under this section and § 13.1-544.1,
subsection A of § 13.1-1012, § 13.1-1104, subdivision 1 subsection A
of § 50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of
a business entity formed or organized under the laws of the Commonwealth or
authorized or registered to transact business in the Commonwealth.
§ 13.1-762. Corporate name of foreign corporation.
A. No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such foreign corporation:
1. Shall contain the word "corporation,"
"incorporated," "company," or "limited," or the
abbreviation "corp.," "inc.," "co.," or
"ltd.," unless the name of a domestic corporation organized for the
same or similar purposes would not be required to contain such a word or
abbreviation. Such words and their corresponding abbreviations may be used
interchangeably for all purposes.
2. Shall not contain:
a. Any language stating or implying that it will transact
one of the special kinds of businesses listed in § 13.1-620 unless it proposes
in fact to engage in such special kind of business; or
b. Any word or phrase that is prohibited by law for such
corporation.
3. Except as authorized by subsection C, shall be
distinguishable upon the records of the Commission from:
a. The name of any corporation, whether issuing shares or
not issuing shares, existing under the laws of the Commonwealth or authorized
to transact business in the Commonwealth;
b. A corporate name reserved or registered under §
13.1-631, 13.1-632, 13.1-830 or 13.1-831;
c. The designated name adopted by a foreign corporation,
whether issuing shares or not issuing shares, because its real name is
unavailable for use in the Commonwealth;
d. The name of a domestic limited liability company or a
foreign limited liability company registered to transact business in the
Commonwealth;
e. A limited liability company name reserved under §
13.1-1013;
f. The designated name adopted by a foreign limited
liability company because its real name is unavailable for use in the
Commonwealth;
g. The name of a domestic business trust or a foreign
business trust registered to transact business in the Commonwealth;
h. A business trust name reserved under § 13.1-1215;
i. The designated name adopted by a foreign business trust
because its real name is unavailable for use in the Commonwealth;
j. The name of a domestic limited partnership or a foreign
limited partnership registered to transact business in the Commonwealth;
k. A limited partnership name reserved under § 50-73.3; and
l. The designated name adopted by a foreign limited
partnership because its real name is unavailable for use in the Commonwealth
satisfies the requirements of § 13.1-630.
B. If the corporate name of a foreign corporation does not
satisfy the requirements of subsection A § 13.1-630, to obtain or
maintain a certificate of authority to transact business in the Commonwealth:
1. The foreign corporation may add the word
"corporation," "incorporated," "company," or
"limited," or the abbreviation "corp.," "inc.,"
"co.," or "ltd.," to its corporate name for use in the
Commonwealth. Such words and their corresponding abbreviations may be used
interchangeably for all purposes; or
2. If its real name is unavailable, the foreign corporation may use a designated name that is available, and that satisfies the requirements of § 13.1-630, if it informs the Commission of the designated name.
C. A foreign corporation may apply to the Commission for
authorization to use in the Commonwealth the name of another corporation,
incorporated or authorized to transact business in the Commonwealth, that is
not distinguishable upon its records from the name applied for. The Commission
shall authorize use of the name applied for if:
1. The other entity consents to the use in writing and
submits an undertaking in form satisfactory to the Commission to change its
name to a name that is distinguishable upon the records of the Commission from
the name of the applying corporation.
2. [Repealed.]
D. If a foreign corporation authorized to transact business
in the Commonwealth changes its corporate name to one that does not satisfy the
requirements of this section, it may not transact business in the Commonwealth
under the changed name until it adopts a name satisfying the requirements of
this section and obtains an amended certificate of authority under § 13.1-760.
E. The Commission, in determining whether a corporate name
is distinguishable upon its records from the name of any of the business
entities listed in subdivision A 3, shall not consider any word, phrase,
abbreviation, or designation required or permitted under § 13.1-544.1,
subsection A of § 13.1-630, subsection A of § 13.1-1012, § 13.1-1104,
subdivision 1 of § 50-73.2, and subdivision A 2 of § 50-73.78 to be contained
in the name of a business entity formed or organized under the laws of the
Commonwealth or authorized or registered to transact business in the Commonwealth.
§ 13.1-829. Corporate name.
A. A corporate name shall not contain:
1. Any word or phrase that indicates or implies that it is
organized for the purpose of conducting any business other than a business
which it is authorized to conduct; or
2. The word "redevelopment" unless the corporation is organized as an urban redevelopment corporation pursuant to Chapter 190 of the 1946 Acts of Assembly, as amended;
3. Any word, abbreviation, or combination of characters that states or implies the corporation is a limited liability company or a limited partnership; or
4. Any word or phrase that is prohibited by law for such corporation.
B. Except as authorized by subsection C, a corporate name shall be distinguishable upon the records of the Commission from:
1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;
2. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
3. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;
4. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;
5. A limited liability company name reserved under § 13.1-1013;
6. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth;
7. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth;
8. A business trust name reserved under § 13.1-1215;
9. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth;
10. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth;
11. A limited partnership name reserved under § 50-73.3; and
12. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth.
C. A domestic corporation may apply to the Commission for authorization to use a name that is not distinguishable upon the Commission's records from one or more of the names described in subsection B. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation.
D. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ 59.1-69 et seq.) of Title 59.1, is not affected by this Act.
E. The Commission, in determining whether a corporate name is
distinguishable upon its records from the name of any of the business entities
listed in subsection B, shall not consider any word, phrase, abbreviation, or
designation required or permitted under § 13.1-544.1, subsection A of §
13.1-630, subsection A of § 13.1-1012, § 13.1-1104, subdivision 1
subsection A of § 50-73.2, and subdivision A 2 of § 50-73.78 to be
contained in the name of a business entity formed or organized under the laws
of the Commonwealth or authorized or registered to transact business in the
Commonwealth.
§ 13.1-924. Corporate name of foreign corporation.
A. No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such foreign corporation:
1. Shall not contain any word or phrase that indicates or
implies that it is organized for the purpose of conducting any business other
than a business that it is authorized to conduct.
2. Except as authorized by subsection C, shall be
distinguishable upon the records of the Commission from:
a. The name of any corporation, whether issuing shares or
not issuing shares, existing under the laws of the Commonwealth or authorized
to transact business in the Commonwealth;
b. A corporate name reserved or registered under §
13.1-631, 13.1-632, 13.1-830 or 13.1-831;
c. The designated name adopted by a foreign corporation,
whether issuing shares or not issuing shares, because its real name is
unavailable for use in the Commonwealth;
d. The name of a domestic limited liability company or a
foreign limited liability company registered to transact business in the
Commonwealth;
e. A limited liability company name reserved under §
13.1-1013;
f. The designated name adopted by a foreign limited
liability company because its real name is unavailable for use in the
Commonwealth;
g. The name of a domestic business trust or a foreign
business trust registered to transact business in the Commonwealth;
h. A business trust name reserved under § 13.1-1215;
i. The designated name adopted by a foreign business trust
because its real name is unavailable for use in the Commonwealth;
j. The name of a domestic limited partnership or a foreign limited
partnership registered to transact business in the Commonwealth;
k. A limited partnership name reserved under § 50-73.3; and
l. The designated name adopted by a foreign limited
partnership because its real name is unavailable for use in the Commonwealth
satisfies the requirements of § 13.1-829.
B. If the corporate name of a foreign corporation does not
satisfy the requirements of subsection A § 13.1-829, to obtain or
maintain a certificate of authority to transact business in the Commonwealth,
if its real name is unavailable, the foreign corporation may use a designated
name that is available, and that satisfies the requirements of § 13.1-829,
if it informs the Commission of the designated name.
C. A foreign corporation may apply to the Commission for
authorization to use in the Commonwealth the name of another corporation,
incorporated or authorized to transact business in the Commonwealth, that is
not distinguishable upon its records from the name applied for. The Commission
shall authorize use of the name applied for if the other entity consents to the
use in writing and submits an undertaking in form satisfactory to the
Commission to change its name to a name that is distinguishable upon the
records of the Commission from the name of the applying corporation.
D. If a foreign corporation authorized to transact business
in the Commonwealth changes its corporate name to one that does not satisfy the
requirements of this section, it may not transact business in the Commonwealth
under the changed name until it adopts a name satisfying the requirements of
this section and obtains an amended certificate of authority under § 13.1-922.
E. The Commission, in determining whether a corporate name
is distinguishable upon its records from the name of any of the business
entities listed in subdivision A 2, shall not consider any word, phrase,
abbreviation, or designation required or permitted under § 13.1-544.1,
subsection A of § 13.1-630, subsection A of § 13.1-1012, § 13.1-1104,
subdivision 1 of § 50-73.2, and subdivision A 2 of § 50-73.78 to be contained
in the name of a business entity formed or organized under the laws of the
Commonwealth or authorized or registered to transact business in the
Commonwealth.
§ 13.1-1012. Name.
A. A limited liability company name shall contain the words "limited company" or "limited liability company" or their abbreviations "L.C.," "LC," "L.L.C.," or "LLC."
B. A limited liability company name shall not contain:
1. The words "Corporation,"
"Incorporated," "Limited Partnership" or the abbreviations
"Corp.," "Inc.," "L.P." or "LP"
Any word, abbreviation, or combination of characters that states or implies the
limited liability company is a corporation or a limited partnership; or
2. Any word or phrase the use of which is prohibited by law for such company.
C. Except as authorized by subsection D of this section,
a limited liability company name shall be distinguishable upon the records of
the Commission from:
1. The name of a domestic limited liability company or a
foreign limited liability company registered to transact business in this
the Commonwealth;
2. A limited liability company name reserved under § 13.1-1013;
3. The designated name adopted by a foreign limited liability
company because its real name is unavailable for use in this the Commonwealth;
4. The name of any corporation, whether issuing shares or not
issuing shares, existing under the laws of this the Commonwealth
or authorized to transact business in this the Commonwealth;
5. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
6. The designated name adopted by a foreign corporation,
whether issuing shares or not issuing shares, because its real name is
unavailable for use in this the Commonwealth;
7. The name of a domestic business trust or a foreign business
trust registered to transact business in this the Commonwealth;
8. A business trust name reserved under § 13.1-1215;
9. The designated name adopted by a foreign business trust
because its real name is unavailable for use in this the
Commonwealth;
10. The name of a domestic limited partnership or a foreign
limited partnership registered to transact business in this the
Commonwealth;
11. A limited partnership name reserved under § 50-73.3; and
12. The designated name adopted by a foreign limited
partnership because its real name is unavailable for use in this the
Commonwealth.
D. A domestic limited liability company may apply to the
Commission for authorization to use a name that is not distinguishable upon its
records from one or more of the names described in subsection C of this
section. The Commission shall authorize use of the name applied for if the
other entity consents to the use in writing and submits an undertaking in form
satisfactory to the Commission to change its name to a name that is
distinguishable upon the records of the Commission from the name of the
applying limited liability company.
E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.
F. The Commission, in determining whether a limited liability
company name is distinguishable upon its records from the name of any of the
business entities listed in subsection C, shall not consider any word, phrase,
abbreviation, or designation required or permitted under this section and §
13.1-544.1, subsection A of § 13.1-630, § 13.1-1104, subdivision 1
subsection A of § 50-73.2, and subdivision A 2 of § 50-73.78 to be
contained in the name of a business entity formed or organized under the laws
of this the Commonwealth or authorized or registered to transact
business in this the Commonwealth.
§ 13.1-1054. Name.
No certificate of registration shall be issued to a foreign limited liability company unless the name of such foreign limited liability company satisfies the requirements of § 13.1-1012. If the name of a foreign limited liability company does not satisfy the requirements of § 13.1-1012, to obtain or maintain a certificate of registration to transact business in the Commonwealth:
1. The foreign limited liability company may add the words
"limited company" or "limited liability company," or
their abbreviations the abbreviation "L.C.,"
"LC," "L.L.C." or "LLC," to its name for use in
this the Commonwealth; or
2. If its real name is unavailable, the foreign limited liability company may use a designated name that is available, and which satisfies the requirements of § 13.1-1012, if it informs the Commission of the designated name.
§ 13.1-1214. Name.
A. The name of each business trust, as set forth in its articles of trust, may contain the following words: "company," "association," "club," "foundation," "fund," "institute," "society," "union," "syndicate," or "trust," or abbreviations of like import.
B. A business trust name shall not contain:
1. The words or phrases "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," "limited
liability limited partnership," "trust company," or 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" Any word,
abbreviation, or combination of characters that states or implies the business
trust is a corporation, a limited liability company, a limited partnership, or
a registered limited liability partnership; or
2. Any word or phrase the use of which is prohibited by law for such business trust.
C. Except as authorized by subsection D, a business trust name shall be distinguishable upon the records of the Commission from:
1. The name of a domestic business trust or a foreign business
trust registered to transact business in this the Commonwealth;
2. A business trust name reserved under § 13.1-1215;
3. The designated name adopted by a foreign business trust
because its real name is unavailable for use in this the
Commonwealth;
4. The name of any corporation, whether issuing shares or not
issuing shares, existing under the laws of this the Commonwealth
or authorized to transact business in this the Commonwealth;
5. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
6. The designated name adopted by a foreign corporation,
whether issuing shares or not issuing shares, because its real name is
unavailable for use in this the Commonwealth;
7. The name of a domestic limited liability company or a
foreign limited liability company registered to transact business in this
the Commonwealth;
8. A limited liability company name reserved under § 13.1-1013;
9. The designated name adopted by a foreign limited liability
company because its real name is unavailable for use in this the
Commonwealth;
10. The name of a domestic limited partnership or a foreign limited
partnership registered to transact business in this the
Commonwealth;
11. A limited partnership name reserved under § 50-73.3; and
12. The designated name adopted by a foreign limited
partnership because its real name is unavailable for use in this the
Commonwealth.
D. A domestic business trust may apply to the Commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other domestic or foreign business trust or other business entity consents to the use in writing and submits an undertaking in form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying business trust.
E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.
F. The Commission, in determining whether a business trust
name is distinguishable upon its records from the name of any of the business
entities listed in subsection C, shall not consider any word, phrase,
abbreviation, or designation required or permitted under § 13.1-544.1,
subsection A of § 13.1-630, subsection A of § 13.1-1012, § 13.1-1104,
subdivision 1 subsection A of § 50-73.2, and subdivision A 2 of §
50-73.78 to be contained in the name of a business entity formed or organized
under the laws of this the Commonwealth or authorized or registered
to transact business in this the Commonwealth.
§ 13.1-1244. Name.
A. No certificate of registration shall be issued to a foreign business trust unless the name of such foreign business trust satisfies the requirements of § 13.1-1214.
B. If its real the name is unavailable
of a foreign business trust does not satisfy the requirements of § 13.1-1214,
to obtain or maintain a certificate of registration to transact business in the
Commonwealth, the foreign business trust may use a designated name that is
available, and which satisfies the requirements of § 13.1-1214, if it informs
the Commission of the designated name.
§ 50-73.2. Name.
The name of each A. A limited partnership
name, as set forth in its certificate of limited partnership:,
1. Shall shall either: (i) contain the
words "limited partnership" or "a limited partnership" or
the abbreviations "L.P." or "LP" or (ii) in the case of a
limited partnership that is also a registered limited liability
partnership, comply with the requirements of clause (ii) of subdivision
A 2 of § 50-73.78;.
2. May B. A limited partnership name shall
not contain the:
1. The name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;
2. Any word, abbreviation, or combination of characters that states or implies the limited partnership is a corporation or a limited liability company; or
3. [Repealed.] Any word or phrase the use of
which is prohibited by law for such limited partnership.
4. Shall C. Except as authorized by
subsection D, a limited partnership name shall be distinguishable upon the
records of the Commission from:
a 1. The name of a domestic limited partnership
or a foreign limited partnership registered pursuant to this chapter;
b 2. A limited partnership name reserved under
this chapter;
c 3. The designated name adopted by a foreign
limited partnership because its real name is unavailable for use in this
the Commonwealth;
d 4. The name of any corporation, whether
issuing shares or not issuing shares, existing under the laws of this
the Commonwealth or authorized to transact business in this the
Commonwealth;
e 5. A corporate name reserved or registered
under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
f 6. The designated name adopted by a foreign
corporation, whether issuing shares or not issuing shares, because its real
name is unavailable for use in this the Commonwealth;
g 7. The name of a domestic limited liability
company or a foreign limited liability company registered to transact business
in this the Commonwealth;
h 8. A limited liability company name reserved
under § 13.1-1013;
i 9. The designated name adopted by a foreign
limited liability company because its real name is unavailable for use in
this the Commonwealth;
j 10. The name of a domestic business trust or a
foreign business trust registered to transact business in this the
Commonwealth;
k 11. A business trust name reserved under §
13.1-1215; and
l 12. The designated name adopted by a foreign
business trust because its real name is unavailable for use in this
the Commonwealth; and.
5. Shall not contain the word "Corporation" or
"Incorporated" or the abbreviation "Corp." or
"Inc."
D. A domestic limited partnership may apply to the Commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other domestic or foreign limited partnership or other business entity consents to the use in writing and submits an undertaking in a form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying limited partnership.
E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.
F. The Commission, in determining whether the name of a
limited partnership is distinguishable upon its records from the name of any of
the business entities listed in subdivision 4 subsection C, shall
not consider any word, phrase, abbreviation, or designation required or
permitted under this section and § 13.1-544.1, subsection A of § 13.1-630,
subsection A of § 13.1-1012, § 13.1-1104, and subdivision A 2 of § 50-73.78 to
be contained in the name of a business entity formed or organized under the
laws of this the Commonwealth or authorized or registered to
transact business in this the Commonwealth.
§ 50-73.24. Liability to third parties.
A. Except as provided in subsection D of this section,
a limited partner is not liable for the obligations of a limited partnership
unless he is also a general partner or, in addition to the exercise of his
rights and powers as a limited partner, he participates in the control of the
business. However, if the limited partner participates in the control of the business,
he is liable only to persons who transact business with the limited partnership
reasonably believing, based upon the limited partner's conduct, that the
limited partner is a general partner.
B. A limited partner does not participate in the control of
the business within the meaning of subsection A of this section solely
by doing one or more of the following:
1. Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation or being a partner of a partnership that is a general partner of the limited partnership;
2. Consulting with and advising a general partner with respect to the business of the limited partnership;
3. Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;
4. Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
5. Requesting or attending a meeting of partners;
6. Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:
a. The dissolution and winding up of the limited partnership;
b. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;
c. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
d. A change in the nature of the business;
e. The admission or removal of a general partner;
f. The admission or removal of a limited partner;
g. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;
h. An amendment to the partnership agreement or certificate of limited partnership; or
i. Matters related to the business of the limited partnership
not otherwise enumerated in this subsection B of this section,
which the partnership agreement states may be subject to the approval or
disapproval of limited partners;
7. Winding up the limited partnership pursuant to § 50-73.51; or
8. Exercising any right or power permitted to limited partners
under this chapter and not specifically enumerated in this subsection
B of this section.
C. The enumeration in subsection B of this section does
not mean that the possession or exercise of any other powers by a limited
partner constitutes participation by him in the business of the limited
partnership.
D. A limited partner who knowingly permits his name to be used
in the name of the limited partnership, except under circumstances permitted by
subdivision 2 B 1 of § 50-73.2, is liable to creditors who extend
credit to the limited partnership without actual knowledge that the limited
partner is not a general partner.
§ 50-73.78. Limited partnership as registered limited liability partnership.
A. A limited partnership is a registered limited liability partnership as well as a limited partnership if it:
1. Registers as a limited liability partnership as provided in
§ 50-73.132 of the Virginia Uniform Partnership Act Chapter 2.2 (§
50-73.79 et seq.), as permitted by its written partnership agreement or, if its
written partnership agreement is silent, with the consent of partners required
to amend its written partnership agreement;, provided that,
notwithstanding the provisions of subsection C of § 50-73.83, a statement of
registration as a limited liability partnership filed by a limited partnership
shall be executed by any one or more authorized general partners; and
2. Has a name that either: (i) complies with the requirements
of clause (i) of subdivision 1 subsection A of § 50-73.2 and
subsection A of § 50-73.133 or (ii) contains the words "Registered Limited
Liability Limited Partnership" or "Limited Liability Limited
Partnership" or the abbreviation "R.L.L.L.P." or
"L.L.L.P." or the designation "RLLLP" or "LLLP."
B. In applying § 50-73.132 to a limited partnership, all references to partners mean general partners.
C. If a limited partnership is a registered limited liability partnership, § 50-73.96 applies to its general partners and to any of its limited partners who, under other provisions of this chapter, are liable for the debts or obligations of the partnership.
D. If a limited partnership is a registered limited liability
partnership, except to the extent that the provisions of this section and
Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 of this title make a
distinction between a domestic partnership and a limited partnership, the
provisions of Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 of this title
shall apply to a limited partnership to the same extent that such provisions
apply to a domestic partnership that has registered for status as a registered
limited liability partnership.
2. That the provisions of this act (i) shall be applied prospectively only; (ii) shall not affect the validity of any filing made, or other action taken, prior to the effective date of this act with respect to the name of a corporation, limited liability company, business trust, or limited partnership; and (iii) shall not be construed to require any such corporation, limited liability company, business trust, or limited partnership that was in compliance with applicable laws regarding the propriety of its name prior to the effective date of this act to change its name or take other action to comply with the requirements of this act.