A. Whether or not the notice described in subsection B of § 50-73.69 is mailed, if any limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.
B. If any limited partnership whose registered agent has filed with the Commission a statement of resignation pursuant to § 50-73.6 fails to file a statement of change pursuant to § 50-73.5 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited partnership of impending cancellation of its existence. If the limited partnership fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited partnership shall be automatically canceled as of that day.
C. The properties and affairs of a limited partnership whose existence has been canceled pursuant to this section shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.
D. No partner or other agent of a limited partnership shall have any personal obligation for any liabilities of the limited partnership, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the limited partnership's existence pursuant to this section.
2008, c. 586; 2013, c. 18.
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