Unincorporated Entity Registration

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