COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LPA-73.58 (04/09) CERTIFICATE OF CANCELLATION OF A CERTIFICATE OF 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 is _______________________________________________________________________. 2. The name of the state or other jurisdiction of formation is _________________________. 3. The foreign limited partnership is not transacting business in Virginia and it surrenders its registration to transact business in Virginia. 4. The foreign limited partnership revokes the authority of its registered agent to accept service of process on its behalf and appoints the Clerk of the State Corporation Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in Virginia. 5. The mailing address to which the Clerk of the Commission may mail a copy of any process served on him as agent of the foreign limited partnership is _______________________________________________________________________. 6. The foreign limited partnership commits to notify the Clerk of the Commission in the future of any change in its mailing address. 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) _________________________ (title) ____________________________________________ (limited partnership’s SCC ID No.) _________________________ (telephone number (optional)) 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 i i SEE INSTRUCTIONS ON THE REVERSE Provide a name and mailing address for sending correspondence regarding the filing of this document. (If left blank, correspondence will be sent to the registered agent at the registered office.) (name) (mailing address) American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS TO FORM LPA-73.58 This certificate, which has been prescribed and furnished by the Commission pursuant to § 50-73.58 of the Code of Virginia, must be used by a foreign limited partnership that wants to cancel its certificate of registration to transact business in Virginia. This certificate must be in the English language, typewritten or printed in black, legible and reproducible. The certificate 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. The certificate must be signed in the name of the foreign limited partnership by at least one general partner. See § 50-73.58 of the Code of Virginia. Each person signing this certificate 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 a certificate 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 a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true. This certificate 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 certificate is filed on or before the due date of the annual registration fee payment. See § 50-73.70 of the Code of Virginia. Submit the original, signed certificate 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) 722-2551. NOTE Until cancellation has been completed (or the limited partnership’s certificate of registration to transact business is canceled for failure to pay its annual registration fee, maintain a registered office and registered agent, or some other reason), the limited partnership will remain active on the Commission's records and remain liable for the assessment and payment of annual registration fees, even though the limited partnership has been canceled in its home jurisdiction, has stopped transacting business in Virginia, or has wound up its business and affairs. Whenever the certificate of registration to transact business in this Commonwealth of a foreign limited partnership that is registered as a foreign registered limited liability partnership is canceled, the foreign limited partnership's registration as a foreign registered limited liability partnership shall thereupon be automatically revoked. See § 50-73.137:1 B of the Code of Virginia. 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