Business Entity Regulations Paper

Business Entity Regulations Paper

Although the Commonwealth of Virginia recognizes many different business entities, this paper will focus on limited partnerships. A limited partnership is a form of business entity that is similar to a partnership, but there are limited partners in addition to general partners. The limited partnership is similar to a general partnership, except that in addition to one or more general partners, there are one or more limited partners who have liability limited to the amount of their investment and no management authority.

The commonwealth of Virginia State Corporation Commission (SCC) is the entity that regulates corporations, partnerships and limited liability companies in Virginia. The SCC’s mailing address is P.O. Box 1197 Richmond, VA 23218-1197. In addition, some of the necessary forms can be found and submitted through the SCC’s website located at: http://www.scc.virginia.gov/. (Virginia State, n.d.) If an individual wants to obtain an annual filing report for a corporation currently registered in Virginia, he/she may do so online at the SCC’s website.

The business formation codes for limited partnerships (LPC) wishing to do business in Virginia are found in Ð'§ 50-73. The codes also include the regulation of a LPC and are summarized as follows:

The name of a LPC must contain the words “limited partnership”, be distinguishable on the record of the Commission from a name reserved under the chapter, the name of any corporation or the name of any LLC registered to transact business in the commonwealth of Virginia. The name must also not contain the word “Corporation” or “Incorporated” or the abbreviations “Corp.” or “Inc.” (Virginia General, n.d.)

The LPC must maintain both a specified office, (although that office does not need to be located in the Commonwealth.) and a registered agent who must be a resident of Virginia. (Virginia General, n.d.)

The following records must be kept: Full name and business address of each partner, a copy of the certificate of limited partnership and all amendments, tax returns for three years, partnership agreements for three years, financial statements for three years, forms stating the contribution amounts of each partner, any situation in which more contributions will be made, or distributions to be made, any events that, upon happening, would dissolve the partnership. (Virginia General, n.d.)

To form a LPC, a certificate of limited partnership must be executed and filed with the SCC. A general partnership can be converted into a limited partnership by amending the certificate. The certificate can be cancelled only after all debts, liabilities and obligations have been satisfied and all of the property and assets of the LPC have been distributed to the partners. There are no requirements to file or assume a fictitious name solely for the transaction of business. (Virginia General, n.d.)

The partnership agreement is allowed to give voting rights on any matter to the limited partners. A limited