UPA-138 (10/01) COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION STATEMENT OF REGISTRATION AS A FOREIGN REGISTERED LIMITED LIABILITY PARTNERSHIP The undersigned presents this statement for filing pursuant to § 50-73.138 of the Code of Virginia. MARK ONE: This statement for registration is for o a partnership OR o a limited partnership. 1. The name of the foreign registered limited liability partnership (“applicant”) is _______________________________________________________________________ _______________________________________________________________________ and it hereby applies for status as a foreign registered limited liability partnership. 2. The name (if different from #1) under which the applicant proposes to transact business in Virginia is _______________________________________________________________________ _______________________________________________________________________. Note: Pursuant to § 50-73.133 of the Code of Virginia, the name of a partnership applicant must contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or the abbreviation “R.L.L.P.” or “L.L.P.” or the designation “RLLP” or “LLP”. Pursuant to § 50-73.78 of the Code of Virginia, the name of a limited partnership applicant must contain the words “Limited Partnership” or the abbreviation “L.P.” and one of the foregoing phrases, abbreviations or designations, or 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”. 3. The jurisdiction in which the applicant is registered as a limited liability partnership is _______________________________________________________. (state or country) 4. The principal office address of the applicant is ____________________________________________________________________________________________________________ (number/street) ____________________________________________________________________________________________________________. (city or town) (state) (zip code) 5. A. The name of the applicant’s Virginia registered agent is _________________________________________________________________________________________________. B. The registered agent is (mark appropriate box) (1) an INDIVIDUAL who is a resident of Virginia and [ ] a general partner of the applicant [ ] an officer/director of a corporate general partner of the applicant [ ] a general partner of a general partner of the applicant [ ] a member/manager of a limited liability company that is a general partner of the applicant [ ] a trustee of a trust that is a general partner of the applicant [ ] a member of the Virginia State Bar OR (2) [ ] a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. 6. A. The Virginia registered office address, which is the business address of the registered agent, is ________________________________________________________________________________________________________ (number/street) _____________________________________________________________________________ VA _______________________. (city or town) (zip code) B. The registered office address is physically located in the [ ] city or [ ] county of (mark one) __________________________________________________________________. (OVER) 2002 © American LegalNet, Inc. Signed this ____________ day of ________________________, 20 _____. The undersigned individual(s) personally declare(s) under penalty of perjury that the contents of this statement are accurate. Signatures of at least two partners of a partnership or one or more authorized general partners of a limited partnership: ______________________________________ _________________________________________ ______________________________________ (printed name) _________________________________________ (printed name) INSTRUCTIONS § 50-73.83 of the Code of Virginia requires that this statement, except for the name, to be in the English language, typewritten or printed in black, legible and reproducible and that the person who files this statement promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Submit the original Statement of Registration as a Foreign Registered Limited Liability Partnership to the Clerk of the State Corporation Commission, PO Box 1197, Richmond, VA 23218-1197 or 1300 East Main st Street, Tyler Building, 1 Floor, Richmond, Virginia 23219, along with a filing fee check for $100.00 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, 1-866-722-2551. The application for registration as a foreign registered limited liability partnership must be accompanied by a duly authenticated certificate of status from the filing office in the jurisdiction in which the applicant is registered as a limited liability partnership. A registered limited liability partnership may not serve as its own registered agent. If you have Internet access, you can download this form. Go to www.state.va.us/scc; click on ‘Divisions;’ then point to ‘Corporations’ and click on ‘Office of the Clerk;’ then ‘Forms and Fees;’ then ‘Registered Limited Liability Partnership Forms and Fees;’ and then Form ‘UPA-138.’ NOTES LIMITED PARTNERSHIPS ONLY: The registered agent information must be identical to that which presently is on record with the Commission for the limited partnership. In order to change the registered agent and/or the registered agent’s address, the Registered Limited Liability Partnership must file a Statement of Change of Registered Agent. If it wishes to file this change prior to filing this registration, use form LPA-73.5. If it wishes to file this change after filing this registration, use form UPA-135. 2002 © American LegalNet, Inc.