A. Each partner is deemed to have an account that is:
1. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
2. Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
B. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
C. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; however, no person shall be required as a consequence of the indemnification to make any payment to the extent that the payment would be inconsistent with subsections B and C of § 50-73.96.
D. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
E. A payment or advance made by a partner which gives rise to a partnership obligation under subsections C or D constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
F. Each partner has equal rights in the management and conduct of the partnership business.
G. A partner may use or possess partnership property only on behalf of the partnership.
H. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
I. A person may become a partner only with the consent of all of the partners.
J. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
K. This section does not affect the obligations of a partnership to other persons under § 50-73.91.
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