The new legislation modifies the traditional rule by limiting the liability of individual partners in a general partnership and general partners in a limited partnership for certain tortious conduct of others. The changes do not affect an individual or general partner's liability for trade debts and contractual obligations of the partnership such as bank loans and leases. Likewise, an individual or general partner remains liable under the traditional rule for his own tortious acts or omissions and for those of persons acting under the partner's direct supervision and control. But as to the risks presented by more remote actors, the LLP provides substantial protection. The application for a limited partnership is contained within the SCC's Amendment to Certificate of Limited Partnership form.
Renewals are for one year ending on the anniversary of the initial filing.
An LLP must designate and continuously maintain a Virginia registered office and a registered agent, whose business address must be the same as the registered office. The sole duty of the registered agent is to forward notices served upon him. Both the registered office and the registered agent are identified in the Application for Registration. A general partnership will need to change its name after its Application for Registration is filed and accepted. This is accomplished by amending the partnership agreement to reflect the new name and filing an Amended Certificate of Partnership in the appropriate Circuit Court Clerk's Office.