A. A person becomes a limited partner on the later of:
1. The date the original certificate of limited partnership is filed; or
2. The date stated in the records of the limited partnership as the date that person becomes a limited partner.
B. After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as an additional limited partner:
1. In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
2. In the case of an assignee of a partnership interest of a partner who has the power, as provided in § 50-73.47, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
1987, c. 702.
Structure Code of Virginia
Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act
§ 50-73.4. Principal office, registered office, and registered agent
§ 50-73.5. Change of registered office or registered agent
§ 50-73.6. Resignation of registered agent
§ 50-73.7. Service on limited partnership
§ 50-73.10. Business transactions of partner with partnership
§ 50-73.11. Certificate of limited partnership
§ 50-73.11:3. Conversion of general partnership to limited partnership
§ 50-73.11:4. Effect of conversion; entity unchanged
§ 50-73.12. Amendment of certificate
§ 50-73.15. Execution of documents; penalty
§ 50-73.16. Execution by judicial act
§ 50-73.17. Filing; fees; effective time and date
§ 50-73.18. Liability for false statement in certificate
§ 50-73.20. Delivery of certificates to limited partners
§ 50-73.21. Assumed or fictitious names
§ 50-73.22:1. Admission of limited partners
§ 50-73.24. Liability to third parties
§ 50-73.25. Person erroneously believing himself limited partner
§ 50-73.27. Admission of additional general partners
§ 50-73.28. Events of withdrawal
§ 50-73.29. General powers and liabilities
§ 50-73.30. Contributions by general partner
§ 50-73.32. Form of contribution
§ 50-73.33. Liability for contribution
§ 50-73.34. Sharing of profits and losses
§ 50-73.35. Sharing of distributions
§ 50-73.36. Interim distributions
§ 50-73.37. Withdrawal of general partner
§ 50-73.38. Withdrawal of limited partner
§ 50-73.39:1. No right to distribution upon withdrawal
§ 50-73.40. Distribution in kind
§ 50-73.41. Right to distribution
§ 50-73.42. Limitations on distribution
§ 50-73.43. Liability upon return of contribution
§ 50-73.44. Nature of partnership interest
§ 50-73.45. Assignment of partnership interest
§ 50-73.46:1. Partner's transferable interest subject to charging order
§ 50-73.47. Right of assignee to become limited partner
§ 50-73.48. Power of estate of deceased or incapacitated partner
§ 50-73.48:2. Approval of merger by domestic limited partnership
§ 50-73.48:3. Articles of merger
§ 50-73.48:4. Effect of merger
§ 50-73.48:5. Abandonment of merger
§ 50-73.49. Dissolution generally
§ 50-73.50. Judicial dissolution
§ 50-73.52. Distribution of assets
§ 50-73.52:1. Known claims against dissolved limited partnership
§ 50-73.52:2. Other claims against dissolved limited partnership
§ 50-73.52:3. Court proceedings
§ 50-73.52:4. Certificate of cancellation
§ 50-73.52:5. Automatic cancellation of limited partnership existence
§ 50-73.52:6. Involuntary cancellation of limited partnership existence
§ 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist
§ 50-73.53. Authority to transact business required; governing law
§ 50-73.54. Application for certificate of registration
§ 50-73.57. Amendments; amended applications for registration
§ 50-73.57:1. Liability for false statement in application
§ 50-73.57:2. Merger of foreign limited partnership registered to transact business in Commonwealth
§ 50-73.58. Voluntary cancellation of certificate of registration
§ 50-73.58:1. Automatic cancellation of certificate of registration
§ 50-73.58:2. Involuntary cancellation of certificate of registration
§ 50-73.58:3. Reinstatement of a certificate of registration that has been canceled
§ 50-73.59. Transaction of business without registration
§ 50-73.60. Action by Attorney General
§ 50-73.61. Transactions not constituting transacting business
§ 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships
§ 50-73.69. Penalty for failure to timely pay annual registration fee
§ 50-73.71. Collection by suit and of unpaid bills
§ 50-73.72. Construction and application
§ 50-73.75. Rules for cases not provided for in this chapter
§ 50-73.76. Application to existing limited partnership
§ 50-73.76:1. Property title records
§ 50-73.77. Transition and savings provisions
§ 50-73.78. Limited partnership as registered limited liability partnership