Domestic Limited Partnership Formation Filing in Virginia
At a glance
| Governing law and LP scope | Virginia Revised Uniform Limited Partnership Act, Va. Code ch. 50-2.1; SCC certificate (§§ 50-73.1, -73.11) |
|---|---|
| Partnership agreement | Valid written or oral agreement governs partners; filed certificate is constitutive (§§ 50-73.1, -73.11, -73.17) |
| Certificate fields and partners | LP name; registered agent/office; each general partner name/address plus entity jurisdiction and SCC ID if applicable; principal office (§ 50-73.11) |
| Name and distinguishability | “limited partnership,” “a limited partnership,” “L.P.,” or “LP”; distinguishable from listed names, with consent/undertaking exception (§ 50-73.2) |
| Agent and office | Virginia registered office and eligible agent; principal office may be outside Virginia (§§ 50-73.4, -73.11) |
| Execution and filing office | All general partners sign; signer states name and capacity; attorney-in-fact permitted; file with SCC (§§ 50-73.15, -73.17) |
| Filing fee and attachments | $100; one signed certificate, legible English text, and prescribed form if SCC requires it (§ 50-73.17) |
| Effective time and proof | SCC filing and substantial compliance; later effective time capped at 15th day; SCC admits compliant record (§§ 50-73.11, -73.17) |
| Publication and follow-up | Initial filing provisions state no newspaper deadline; general partners promptly send certificate copy to limited partners unless agreement says otherwise (§§ 50-73.11, -73.17, -73.20) |
| Scope and outcome limits | Registered LLLP status requires separate LLP registration and naming conditions (§ 50-73.78); foreign, tax, securities, licensing, liability and outcome outside table |
Requirements one by one
Certificate and agreement
Va. Code § 50-73.11 requires an executed certificate filed with the State Corporation Commission. It identifies the LP name, initial registered-office address and county or city, eligible agent, each general partner's name and address, and the principal-office address. An entity general partner's formation jurisdiction and, if it is of record with the Commission, its identification number also belong in the certificate. Section 50-73.1 recognizes a valid written or oral partnership agreement; § 50-73.11 makes the certificate filing the formation event.
Name and registered office
Section 50-73.2 requires the ordinary LP name to contain “limited partnership,” “a limited partnership,” “L.P.,” or “LP” and to be distinguishable from the listed entity and reserved names. Section 50-73.4 requires a Virginia registered office and an eligible registered agent. The principal office may be outside the Commonwealth under §§ 50-73.4 and 50-73.11.
Signatures, fee, and effect
Va. Code § 50-73.15 requires all general partners to sign the initial certificate; every signer states a name and signing capacity, and an attorney-in-fact may sign. Va. Code § 50-73.17 calls for one signed copy and a $100 filing fee. If the Commission has prescribed a mandatory form, the document must use it. Under § 50-73.11, formation follows filing with substantial compliance. Section 50-73.17 allows a later effective time or date, but caps it at 11:59 p.m. on the fifteenth day after filing; a date without a time takes effect at 12:01 a.m. on that date.
What trips people up
An entity general partner needs extra identification. Section 50-73.11 asks for its jurisdiction of formation and, if it is on the Commission's records, its Commission identification number, in addition to its name and address.
The follow-up is to limited partners. Va. Code § 50-73.20 directs the general partners promptly to deliver or mail each limited partner a true certificate copy, unless the partnership agreement provides otherwise. Sections 50-73.11 and 50-73.17 prescribe the initial filing without a newspaper-publication or proof-filing deadline.
LLLP status is separate. Va. Code § 50-73.78 requires a written-agreement basis or the specified partner consent, an LLP registration, and a compliant name. The ordinary LP certificate does not itself accomplish that separate status.
Common questions
Can an agent sign for the general partners? Section 50-73.15 permits signing by an attorney-in-fact, while still requiring the name and capacity of each person executing the document.
Can the LP use a name already on the Commission's records? Section 50-73.2 has a narrow consent route: the existing entity must consent in writing and submit an undertaking to change its own name to a distinguishable one. A proposed name alone does not establish entitlement.
Statutes and sources
- Va. Code §§ 50-73.1, -73.2, -73.4, -73.11, -73.15, -73.17, -73.20, -73.78: current official Chapter 2.1 (accessed 2026-09-23).
Source links
Every statute quoted above, linked, with the date we checked it.
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