Unincorporated Entity Registration

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UNINCORPORATED ENTITY REGISTRATION
Limited Liability Companies. A limited liability company is
an unincorporated association which may be treated as a partnership for tax purposes by providing owners with limited
liability similar to that available to shareholders of a stock corporation.
A Virginia limited liability company is formed by fi ling articles of organization with the State Corporation Commission
and paying a fi ling fee.
Foreign limited liability companies may register in Virginia by fi ling an application for registration along with a copy of the articles of organization fi led in the foreign limited liability company’s jurisdiction of formation, duly authenticated

by the Secretary of State or other offi cial having custody of the records in the state or other jurisdiction of its formation. There is a fi ling fee for fi ling an application for registration. Domestic and foreign limited liability companies pay an annual fee which is assessed July 1 of each year.

Business Trusts. Business trusts are unincorporated businesses, trusts, or associations governed by a governing instrument
that provides for the property or activities of the
business trust to be owned, managed or carried on by at least one trustee for the benefi t of at least one benefi cial owner. The benefi cial owners are normally entitled to the same
limitation of personal liability as are shareholders of a stock corporation.
A Virginia business trust is formed by fi ling articles of
trust with the State Corporation Commission and paying a
fi ling fee.
Foreign business trusts may register in Virginia by fi ling an application for registration along with a copy of the articles of trust or other constituent documents fi led in the foreign business trust’s jurisdiction of formation duly, authenticated by the Secretary of State or other offi cial having custody of the business trust records in the state or other jurisdiction of its formation. There is a fi ling fee for the application for registration.

Domestic and foreign business trusts pay an annual fee to the State Corporation Commission each year.
Limited Partnerships. A limited partnership is a partnership formed by two or more persons and having at least one
general partner and one limited partner. General partners retain control over the management of the limited partnership
and are liable for all debts. Limited partners invest money
or property in the business and are entitled to share in the profi ts. The limited partners’ liability is limited to the extent of their investment.
A Virginia limited partnership is created by fi ling a certifi cate of limited partnership with the State Corporation Commission and paying a fi ling fee.
A foreign limited partnership may register in Virginia by
fi ling an application for registration along with a copy of the certifi cate of limited partnership fi led in the foreign limited partnership’s jurisdiction of formation, duly authenticated by the Secretary of State or other offi cial having

custody of the records in the state or other jurisdiction
of its formation. There is a fee associated with fi ling an
application for registration.
Domestic and foreign limited partnerships pay an annual fee
which is assessed on July 1 of each year.
General Partnerships. A general partnership (sometimes
simply referred to as “a partnership”) is an association of two or more persons who join together to carry on a business for profi t. Each partner contributes money, property, labor and/or skills, and agrees to share in the profi ts or losses of the business. General partnerships are not required to register with

the State Corporation Commission. The Virginia Uniform
Partnership Act permits general partnerships to fi le certain types of documents with the Commission.
Domestic and foreign general partnerships are permitted to
fi le a statement of partnership authority, which is effective for fi ve years unless otherwise cancelled. There is a...
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