A. A limited partnership may be converted to a partnership pursuant to this section.
B. Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all of the partners.
C. After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
D. The conversion takes effect when the certificate of limited partnership is canceled.
E. A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Subject to § 50-73.96, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
1996, c. 292.
Structure Code of Virginia
Chapter 2.2 - Virginia Uniform Partnership Act
§ 50-73.80. Knowledge and notice
§ 50-73.81. Effect of partnership agreement; nonwaivable provisions
§ 50-73.82. Supplemental principles of law
§ 50-73.84. Law governing internal relations
§ 50-73.85. Transactions between partner and partnership
§ 50-73.86. Partnership subject to amendment or repeal of chapter
§ 50-73.87. Partnership as entity
§ 50-73.88. Formation of partnership
§ 50-73.89. Partnership property
§ 50-73.90. When property is partnership property
§ 50-73.91. Partner agent of partnership
§ 50-73.92. Transfer of partnership property
§ 50-73.93. Statement of partnership authority
§ 50-73.94. Statement of denial
§ 50-73.95. Partnership liable for partner's actionable conduct
§ 50-73.96. Partner's liability
§ 50-73.97. Actions by and against partnership and partners
§ 50-73.98. Liability of purported partner
§ 50-73.99. Partner's rights and duties
§ 50-73.100. Distributions in kind
§ 50-73.101. Partner's rights and duties with respect to information
§ 50-73.102. General standards of partner's conduct
§ 50-73.103. Actions by partnership and partners
§ 50-73.104. Continuation of partnership beyond definite term or particular undertaking
§ 50-73.105. Partner not co-owner of partnership property
§ 50-73.106. Partner's transferable interest in partnership
§ 50-73.107. Transfer of partner's transferable interest
§ 50-73.108. Partner's transferable interest subject to charging order
§ 50-73.109. Events causing partner's dissociation
§ 50-73.110. Partner's power to dissociate; wrongful dissociation
§ 50-73.111. Effect of partner's dissociation
§ 50-73.112. Purchase of dissociated partner's interest
§ 50-73.113. Dissociated partner's power to bind partnership
§ 50-73.114. Dissociated partner's liability to other persons
§ 50-73.115. Statement of dissociation
§ 50-73.116. Continued use of partnership name
§ 50-73.117. Events causing dissolution and winding up of partnership business
§ 50-73.118. Partnership continues after dissolution
§ 50-73.119. Right to wind up partnership business
§ 50-73.120. Partner's power to bind partnership after dissolution
§ 50-73.121. Statement of dissolution
§ 50-73.122. Partner's liability to other partners after dissolution
§ 50-73.123. Settlement of accounts and contributions among partners
§ 50-73.126. Conversion of limited partnership to partnership
§ 50-73.127. Effect of conversion; entity unchanged
§ 50-73.128. Merger of partnerships
§ 50-73.131. Statement of merger
§ 50-73.132. Registered limited liability partnerships
§ 50-73.133. Name of registered limited liability partnership
§ 50-73.135. Registered office and registered agent
§ 50-73.136. Amendment of statement of registration; effect of statement of registration
§ 50-73.137. Cancellation of a registered limited liability partnership
§ 50-73.137:1. Effect of cancellation of limited partnership certificate or registration
§ 50-73.137:2. Known claims against dissolved registered limited liability partnership
§ 50-73.137:3. Other claims against dissolved registered limited liability partnership
§ 50-73.137:4. Court proceedings
§ 50-73.138. Registration of foreign registered limited liability partnerships
§ 50-73.139. Withdrawal of a foreign registered limited liability partnership
§ 50-73.140. Effect of failure of foreign registered limited liability partnership to register
§ 50-73.141. Applicability of chapter to foreign and interstate commerce
§ 50-73.142. Limited partnerships as registered limited liability partnerships