COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LPA-73.57 (04/09) AMENDED APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP The undersigned, on behalf of the foreign limited partnership set forth below, pursuant to Title 50, Chapter 2.1 of the Code of Virginia, state(s) as follows: 1. The name of the foreign limited partnership, as it currently appears on the records of the State Corporation Commission, is _______________________________________________________________________________________________ _______________________________________________________________________________________________. 2. The foreign limited partnership’s application for a certificate of registration to transact business in Virginia is amended as follows: A. The name of the limited partnership has been changed to ____________________________________________________________________________________________ ____________________________________________________________________________________________. B. If the new name of the limited partnership is not available or does not comply with the requirements of Virginia law, the designated name adopted by the limited partnership for use in Virginia is ____________________________________________________________________________________________ ____________________________________________________________________________________________. C. The state or jurisdiction of formation has been changed to _______________________________ and/or the date of formation is corrected to ____________________. D. Each new general partner’s name; post office address, with the street and number, if any; jurisdiction under whose laws it is incorporated, organized or formed (if a business entity); and assigned SCC ID number, if any, that has been admitted are: ____________________________________________________________________________________________ (name of general partner) (SCC ID #, if assigned) (jurisdiction of organization) ____________________________________________________________________________________________ (number/street) (city or town) (state) (zip) Check and complete if applicable (for business entities serving as a general partner, only): Each of the following new general partners is serving, without more, as a general partner of the limited partnership and does not otherwise transact business in Virginia. See §§ 13.1-757, 13.1-1059 and/or 50-73.61 of the Code of Virginia. _________________________________________________________________________________________ E. The post office address, with the street and number, if any, of the specified office address has been changed to ____________________________________________________________________________________________. (number/street) (city or town) (state) ( zip) F. The post office address, with the street and number, if any, of the principal office address has been changed to ____________________________________________________________________________________________. (number/street) (city or town) (state) ( zip) G. Each general partner’s name; post office address, with the street and number, if any; jurisdiction under whose laws it is incorporated, organized or formed (if a business entity); and assigned SCC ID number, if any, that has withdrawn are: ____________________________________________________________________________________________ (name of general partner) (SCC ID #, if assigned) (jurisdiction of organization) ____________________________________________________________________________________________ (number/street) (city or town) (state) (zip) H. Any other amendments or changes to matters stated or described in the application: ____________________________________________________________________________________________ The undersigned general partner of the foreign limited partnership declares that the foregoing is true to the best of his/her knowledge, information and belief. _________________________________________________________ ______________________ (signature) (date) _________________________________________________________ _________________________________ (printed name and title) (telephone number (optional)) __________________________________ (limited partnership’s SCC ID No.) PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing. SEE INSTRUCTIONS ON THE REVERSE American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS TO FORM LPA-73.57 This amended application, which has been prescribed by the Commision pursuant to § 50-73.57 of the Code of Virginia, must be used by a foreign limited partnership that needs to amend its application for a certificate of registration to transact business in Virginia. An attachment may be used when this form will not accommodate additional information, such as the listing of multiple general partners that have been admitted or withdrawn. Section 50-73.17 of the Code of Virginia requires that this amended 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. You can download this form from our website at www.scc.virginia.gov/clk/formfee.aspx. If the name of the limited partnership has changed, the new name must contain the words "Limited Partnership" or "a Limited Partnership," or the abbreviation "L.P." or “LP.” However, if the limited partnership is also a registered limited liability limited partnership, the name must include either (1) (a) the words “limited partnership” or “a limited partnership,” or the abbreviation “L.P.” or “LP” and (b) the words “Registered Limited Liability Partnership” or “Limited Liability Partnership,” the abbreviation “R.L.L.P.” or “L.L.P.” or the designation “RLLP” or “LLP,” or (2) the words “Registered Limited Liability Limited Partnership” or “Limited Liability Limited Partnership,” the abbreviation “R.L.L.L.P.” or “L.L.L.P.” or the designation “RLLLP” or “LLLP.” Furthermore, if the limited partnership has a new name that is not available or distinguishable upon the records of the Commission it will need to adopt a designated name for use in Virginia that is distinguishable on the Commission's records. See §§ 50-73.2 and 50-73.56 of the Code of Virginia. A designated name, if needed, should be set forth in paragraph 2 B. To check the availability of a limited partnership name or a designated name, please contact the Clerk’s Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. Pursuant to the statutory provisions of §§ 50-73.1, 50-73.4, 50-73.8 and 50-73.54 of the Code of Virginia, 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 not acceptable given the aforementioned statutory provisions. This amended application must be executed on behalf of the limited partnership by at least one general partner. See § 50-73.57 of the Code of Virginia. Each person signing this amended application 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. Any person may sign an amended application by an attorney-in-fact. See § 50-73.15 B of the Code of Virginia. As provided in § 50-73.15 C of the Code of Virginia, the execution of an amended application by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. This amended application 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 this amended application is received, processed and filed on or before the due date of the annual registration fee payment. See § 50-73.70 of the Code of Virginia. IMPORTANT: This amended application must be submitted to the Clerk of the Commission with a certified or otherwise authenticated copy of any instrument of amendment, correction or merger filed by the foreign limited partnership in its state or other jurisdiction of formation that effected the change(s) in said jurisdiction, authenticated within the past 12 months under the original signature and seal of the Secretary of State or official having custody of limited partnership records in the state or other jurisdiction of its formation. The certificate of the Secretary of State or other public official having custody of limited partnership records must indicate that the copy of the instrument 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 § 50-73.57 of the Code of Virginia. Submit the original, signed amended application and the certified copy of the limited partnership’s instrument effecting the amendment 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, 1st 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) 7222551. NOTE The registered office and/or registered agent cannot be changed by filing an amended application. This change may only be accomplished by filing a statement of change of a registered office and/or registered agent on form LPA-73.5, which can be requested by contacting the Clerk’s Office of the State Corporation Commission at the telephone numbers shown above or at www.scc.virginia.gov/clk/ElectronicFormRequest.aspx. 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