Certificate Of Limited Partnership {LPA 73.11}

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION LPA-73.11 (07/05) CERTIFICATE OF LIMITED PARTNERSHIP This certificate of limited partnership is presented for filing pursuant to 50-73.11 of the Code of Virginia. 1. The name of the limited partnership is ____________________________________________________________________ _______________. 2. The post office address, including the street and number, if any, of the specified office where the records shall be maintained pursuant to 50-73.8 of the Code of Virginia is ____________________________________________________________________ _______________. (number/street) (city or town) (state) (zip)3. A. The initial registered agents name is ___________________________ ________________________. B. The registered agent is (mark appropriate box): (1)an INDIVIDUAL who is a resident of Virginia and a general partner of the limited partnership. an officer or director of a corporation that is a general partner of the limited partnership. a general partner of a general partner of the limited partnership. a member or manager of a limited liability company that is a general partner of the limited partnership. a trustee of a trust that is a general partner of the limited partnership. 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. 4. The registered agents business office address, including the street and number, if any, is ___________________________________________________________________, VA __________, (number/street) (city or town) (zip) which is physically located in the county or city of ______________________________________. 5. The name, post office address, including the street and number, if any, and SCC ID # (if assigned) of each general partner is: ________________________________________________________________________ __________ (name and SCC ID #, if assigned) (state of formation (optional)) ________________________________________________________________________ __________ (number/street) (city or town) (state) (zip) ________________________________________________________________________ __________ (name and SCC ID #, if assigned) (state of formation (optional)) ________________________________________________________________________ __________ (number/street) (city or town) (state) (zip)Check and complete if applicable: The following general partners are serving, without more, as a general partner of the limited partnership and do not otherwise transact business in Virginia. See 13.1-757, 13.1-1059 and/or 50-73.61 of the Code of Virginia. ________________________________________________________________________ __________ 6. The latest date upon which the limited partnership is to be dissolved and its affairs wound up is _____________.7. Signature(s) of all general partner(s): ______________________________________________ ________________ (signature) (date) ______________________________________________ _________________________ _____ (printed name and title) (telephone number (optional)) ______________________________________________ ________________ (signature) (date) ______________________________________________ _________________________ _____ (printed name and title) (telephone number (optional)) INSTRUCTIONS ON THE REVERSE American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 INSTRUCTIONS The certificate must be in the English language, typewritten or printed in black, legible and reproducible. See 50-73.17 of the Code of Virginia. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. This form may be modified to provide for additional general partner listings and signatures. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm . The name of the limited partnership must contain the words "Limited Partnership" or "a Limited Partnership," the abbreviation "L.P." or LP; provided, however, that if the limited partnership is also applying for registered limited liability partnership status pursuant to 50-73.132 of the Code of Virginia, 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. See 50-73.2 of the Code of Virginia. The proposed limited partnership name must be distinguishable upon the records of the Commission. See 50-73.2 of the Code of Virginia. To check the availability of a limited partnership name, please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. The specified office is the location at which a current list of the full name and last known address of each general partner of the limited partnership is kept, as well as the other limited partnership information and records specified in 50-73.8 of the Code of Virginia. See 50-73.4 of the Code of Virginia. The specified office address must include a street and number, if any. A rural route and box number may only be used if no street address is associated with the specified offices location. A registered limited liability partnership may not serve as its own registered agent. The registered agents business office address must include a street and number, if any. A rural route and box number may only be used if no street address is a ssociated with the location of the registered agents business office. A post office box is only acceptable for towns/cities that have a population of 2,000 or less ifno street address or rural route and box number is a ssociated with the location of the registered agents business office. Set forth the name of the county or i ndependent city in which the office is physically located.Counties and independent cities in Virginia are separate local jurisdict ions. This certificate must include the SCC ID number of each general partner that is of record with the State Corporation Commission. See 50-73.11 A 3 of the Code of Virginia. This certificate must be signed by all of the general partners. A