Code of Virginia
Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act
§ 50-73.78. Limited partnership as registered limited liability partnership

A. A limited partnership is a registered limited liability partnership as well as a limited partnership if it:
1. Registers as a limited liability partnership as provided in § 50-73.132 of the Virginia Uniform Partnership Act (§ 50-73.79 et seq.), as permitted by its written partnership agreement or, if its written partnership agreement is silent, with the consent of partners required to amend its written partnership agreement, provided that, notwithstanding the provisions of subsection C of § 50-73.83, a statement of registration as a limited liability partnership filed by a limited partnership shall be executed by any one or more authorized general partners; and
2. Has a name that either: (i) complies with the requirements of clause (i) of subsection A of § 50-73.2 and subsection A of § 50-73.133 or (ii) contains the words "Registered Limited Liability Limited Partnership" or "Limited Liability Limited Partnership" or the abbreviation "R.L.L.L.P." or "L.L.L.P." or the designation "RLLLP" or "LLLP."
B. In applying § 50-73.132 to a limited partnership, all references to partners mean general partners.
C. If a limited partnership is a registered limited liability partnership, § 50-73.96 applies to its general partners and to any of its limited partners who, under other provisions of this chapter, are liable for the debts or obligations of the partnership.
D. If a limited partnership is a registered limited liability partnership, except to the extent that the provisions of this section and Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 make a distinction between a domestic partnership and a limited partnership, the provisions of Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 shall apply to a limited partnership to the same extent that such provisions apply to a domestic partnership that has registered for status as a registered limited liability partnership.
1995, c. 116; 1996, c. 292; 1998, c. 163; 2007, c. 631; 2012, c. 63.

Structure Code of Virginia

Code of Virginia

Title 50 - Partnerships

Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act

§ 50-73.1. Definitions

§ 50-73.2. Name

§ 50-73.3. Reserved name

§ 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

§ 50-73.8. Records to be kept

§ 50-73.9. Nature of business

§ 50-73.10. Business transactions of partner with partnership

§ 50-73.10:1. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty

§ 50-73.11. Certificate of limited partnership

§ 50-73.11:1. Repealed

§ 50-73.11:2. Repealed

§ 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

§ 50-73.13. Repealed

§ 50-73.14. Repealed

§ 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

§ 50-73.19. Scope of notice

§ 50-73.20. Delivery of certificates to limited partners

§ 50-73.21. Assumed or fictitious names

§ 50-73.22. Repealed

§ 50-73.22:1. Admission of limited partners

§ 50-73.23. Voting

§ 50-73.24. Liability to third parties

§ 50-73.25. Person erroneously believing himself limited partner

§ 50-73.26. Information

§ 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

§ 50-73.31. Voting

§ 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. Repealed

§ 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. Repealed

§ 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

§ 50-73.48:1. Merger

§ 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

§ 50-73.51. Winding up

§ 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

§ 50-73.55. Repealed

§ 50-73.56. Name

§ 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

§ 50-73.57:3. Entity conversion 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

§ 50-73.62. Right of action

§ 50-73.63. Proper plaintiff

§ 50-73.64. Pleading

§ 50-73.65. Expenses

§ 50-73.66. Annual registration fees to be assessed and collected by Commission; application of payment

§ 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships

§ 50-73.68. Repealed

§ 50-73.69. Penalty for failure to timely pay annual registration fee

§ 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds

§ 50-73.71. Collection by suit and of unpaid bills

§ 50-73.72. Construction and application

§ 50-73.73. Short title

§ 50-73.74. Repealed

§ 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