AMENDMENTS PROPOSED BY THE HOUSE COMMITTEE ON CORPORATIONS, INSURANCE AND BANKING

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A.

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B. [Repealed.]

C. The provisions of this chapter requiring limited partnerships formed under the laws of this Commonwealth (i) to file a certificate of limited partnership under § 50-73.11, (ii) to maintain a specified office and registered agent as required by § 50-73.4, (iii) to keep certain partnership records at its specified office as required by § 50-73.8, and (iv) to adopt a name which complies with the requirements of § 50-73.2, shall not apply to limited partnerships formed prior to January 1, 1987, under the laws of this Commonwealth until the first to occur of (i) the voluntary filing of a certificate under subsection D of this section or (ii) such time as the limited partnership would have been required to file an amendment to its certificate pursuant to § 50-67 as it existed prior to its repeal.

D. At the time a limited partnership formed prior to January 1, 1987, under the laws of this Commonwealth voluntarily elects to file a certificate under this subsection or is required to file a certificate under this subsection pursuant to the provisions of subsection C of this section, the limited partnership shall file an amended and restated certificate of limited partnership (i) in which it shall adopt a name meeting the requirements of § 50-73.2 and (ii) which shall contain the information required by § 50-73.11, the name under which its certificate of limited partnership, or any amendment thereto, was last filed under the Virginia Uniform Limited Partnership Act (§ 50-44 et seq.) as it existed prior to its repeal, and the counties or cities in which its certificate of limited partnership, or any amendments thereto, had last been filed in the clerk's office of such jurisdictions pursuant to the provisions of the Virginia Uniform Limited Partnership Act as it existed prior to its repeal. The Commission shall forward a copy of the amended and restated certificate to the clerk's office or offices shown in the amended and restated certificate as being the clerk's office or offices in which its certificate of limited partnership, or any amendment thereto, had last been filed pursuant to the provisions of the Virginia Uniform Limited Partnership Act as it existed prior to its repeal.

E. The failure to file an amended and restated certificate in compliance with subsection D of this section shall not impair the continued existence of a limited partnership formed prior to January 1, 1987, or the rights and liabilities of the parties in such a partnership set forth in § 50-66 as it existed prior to repeal, but the general partners of such a partnership shall be liable for any false statements in the partnership's certificate of limited partnership as provided in § 50-73.18.

F. The provisions of § 50-73.7 permitting service of process on a limited partnership's registered agent or the Clerk of the Commission shall not apply to a limited partnership formed under the laws of this Commonwealth prior to January 1, 1987, until such time as the limited partnership files an amended and restated certificate of limited partnership pursuant to subsection D of this section.

G. At the time a limited partnership formed before January 1, 1987, that has not previously filed a certificate of limited partnership under § 50-73.11, would have been required to cancel its certificate pursuant to § 50-67 as it existed before its repeal, the limited partnership shall file with the Commission an amended and restated certificate of limited partnership as described in subsection D of this section and a certificate of cancellation as described in § 50-73.13.

FLOOR AMENDMENT (BENNETT) AGREED TO BY HOUSE OF DELEGATES

1. Page 1, introduced, Title, line 5, after 50-73.149

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; to repeal § 50-74 of the Code of Virginia and to repeal the Virginia Uniform Partnership Act (§ 50-1 et seq.), effective January 1, 2000