Code of Virginia
Title 50 - Partnerships

§ 50-73.10:1. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty - It shall be unlawful for any person to transact business...

§ 50-73.11. Certificate of limited partnership - A. In order to form a limited partnership, a certificate...

§ 50-73.11:1. Repealed - Repealed by Acts 2002, c. 441, cl. 2.

§ 50-73.11:2. Repealed - Repealed by Acts 2007, c. 631, cl. 4.

§ 50-73.11:3. Conversion of general partnership to limited partnership - A. A domestic or foreign general partnership may convert to...

§ 50-73.11:4. Effect of conversion; entity unchanged - A. A general partnership that has been converted to a...

§ 50-73.12. Amendment of certificate - A. A certificate of limited partnership is amended by filing...

§ 50-73.13. Repealed - Repealed by Acts 2008, c. 586, cl. 2, effective April...

§ 50-73.14. Repealed - Repealed by Acts 1987, c. 702.

§ 50-73.15. Execution of documents; penalty - A. Certificates and articles required or permitted by this chapter...

§ 50-73.16. Execution by judicial act - If a person required by § 50-73.15 to execute any...

§ 50-73.17. Filing; fees; effective time and date - A. 1. One signed copy of the certificate of limited...

§ 50-73.18. Liability for false statement in certificate - If any certificate filed pursuant to this chapter contains a...

§ 50-73.19. Scope of notice - The fact that a certificate of limited partnership has been...

§ 50-73.20. Delivery of certificates to limited partners - Upon the filing with the clerk of the Commission, pursuant...

§ 50-73.21. Assumed or fictitious names - Notwithstanding any other provision of the law, no partnership organized...

§ 50-73.22. Repealed - Repealed by Acts 1987, c. 702.

§ 50-73.22:1. Admission of limited partners - A. A person becomes a limited partner on the later...

§ 50-73.23. Voting - Subject to § 50-73.24, the partnership agreement may grant to...

§ 50-73.24. Liability to third parties - A. Except as provided in subsection D, a limited partner...

§ 50-73.25. Person erroneously believing himself limited partner - A. Except as provided in subsection B of this section,...

§ 50-73.26. Information - Each limited partner has the right, subject to such reasonable...

§ 50-73.27. Admission of additional general partners - After the filing of a limited partnership's initial certificate of...

§ 50-73.28. Events of withdrawal - Except as approved by the written consent of all partners...

§ 50-73.29. General powers and liabilities - A. Except as provided in this chapter or in the...

§ 50-73.30. Contributions by general partner - A general partner of a limited partnership may make contributions...

§ 50-73.31. Voting - The partnership agreement may grant to all or certain identified...

§ 50-73.32. Form of contribution - The contribution of a partner may be in cash, property,...

§ 50-73.33. Liability for contribution - A. 1. A promise by a limited partner to contribute...

§ 50-73.34. Sharing of profits and losses - The profits and losses of a limited partnership shall be...

§ 50-73.35. Sharing of distributions - Distributions of cash or other assets of a limited partnership...

§ 50-73.36. Interim distributions - Except as provided in this article, a partner is entitled...

§ 50-73.37. Withdrawal of general partner - A general partner may withdraw from a limited partnership at...

§ 50-73.38. Withdrawal of limited partner - A limited partner may withdraw from a limited partnership only...

§ 50-73.39. Repealed - Repealed by Acts 1997, c. 188.

§ 50-73.39:1. No right to distribution upon withdrawal - Except as otherwise provided in writing in the partnership agreement,...

§ 50-73.40. Distribution in kind - Except as provided in writing in the partnership agreement, a...

§ 50-73.41. Right to distribution - At the time a partner becomes entitled to receive a...

§ 50-73.42. Limitations on distribution - A partner may not receive a distribution from a limited...

§ 50-73.43. Liability upon return of contribution - A. If a partner has received the return of any...

§ 50-73.44. Nature of partnership interest - A partnership interest is personal property. 1985, c. 607.

§ 50-73.45. Assignment of partnership interest - Except as provided in the partnership agreement, a partnership interest...

§ 50-73.46. Repealed - Repealed by Acts 2004, c. 601.

§ 50-73.46:1. Partner's transferable interest subject to charging order - A. On application by a judgment creditor of a partner...

§ 50-73.47. Right of assignee to become limited partner - A. An assignee of a partnership interest, including an assignee...

§ 50-73.48. Power of estate of deceased or incapacitated partner - If a partner who is an individual dies or a...

§ 50-73.48:1. Merger - A. Pursuant to a written plan of merger, a domestic...

§ 50-73.48:2. Approval of merger by domestic limited partnership - A. Each domestic limited partnership that is to be a...

§ 50-73.48:3. Articles of merger - A. After a plan of merger is approved by each...

§ 50-73.48:4. Effect of merger - When a merger takes effect: 1. The separate existence of...

§ 50-73.48:5. Abandonment of merger - A. Unless otherwise provided in the plan of merger or...

§ 50-73.49. Dissolution generally - A limited partnership formed under this chapter or that has...

§ 50-73.50. Judicial dissolution - A. On application by or for a partner, the circuit...

§ 50-73.51. Winding up - A. The winding up of a limited partnership shall be...

§ 50-73.52. Distribution of assets - Upon the winding up of a limited partnership, the assets...

§ 50-73.52:1. Known claims against dissolved limited partnership - A. A dissolved limited partnership may dispose of the known...

§ 50-73.52:2. Other claims against dissolved limited partnership - A. A dissolved limited partnership may also publish notice of...

§ 50-73.52:3. Court proceedings - A. A dissolved limited partnership that has published a notice...

§ 50-73.52:4. Certificate of cancellation - A. When the affairs of a limited partnership have been...

§ 50-73.52:5. Automatic cancellation of limited partnership existence - A. Whether or not the notice described in subsection B...

§ 50-73.52:6. Involuntary cancellation of limited partnership existence - A. The existence of a limited partnership may be canceled...

§ 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist - A. A limited partnership that has ceased to exist may...

§ 50-73.53. Authority to transact business required; governing law - A. A foreign limited partnership may not transact business in...

§ 50-73.54. Application for certificate of registration - A. To obtain a certificate of registration to transact business...

§ 50-73.55. Repealed - Repealed by Acts 2007, c. 631, cl. 4.

§ 50-73.56. Name - A. No certificate of registration shall be issued to a...

§ 50-73.57. Amendments; amended applications for registration - A. Whenever the certificate of limited partnership or, if there...

§ 50-73.57:1. Liability for false statement in application - If any application for registration filed pursuant to this article...

§ 50-73.57:2. Merger of foreign limited partnership registered to transact business in Commonwealth - A. Whenever a foreign limited partnership that is registered to...

§ 50-73.57:3. Entity conversion of foreign limited partnership registered to transact business in Commonwealth - A. Whenever a foreign limited partnership registered to transact business...

§ 50-73.58. Voluntary cancellation of certificate of registration - A. A foreign limited partnership registered to transact business in...

§ 50-73.58:1. Automatic cancellation of certificate of registration - A. Whether or not the notice described in subsection B...

§ 50-73.58:2. Involuntary cancellation of certificate of registration - A. The certificate of registration to transact business in the...

§ 50-73.58:3. Reinstatement of a certificate of registration that has been canceled - A. A foreign limited partnership whose certificate of registration to...

§ 50-73.59. Transaction of business without registration - A. A foreign limited partnership transacting business in the Commonwealth...

§ 50-73.60. Action by Attorney General - The Attorney General may bring an action to restrain a...

§ 50-73.61. Transactions not constituting transacting business - A. The following activities, among others, do not constitute transacting...

§ 50-73.62. Right of action - A limited partner may bring an action in the right...

§ 50-73.63. Proper plaintiff - In a derivative action, the plaintiff shall be a partner...

§ 50-73.64. Pleading - In a derivative action, the complaint shall set forth with...

§ 50-73.65. Expenses - If a derivative action is successful, in whole or in...

§ 50-73.66. Annual registration fees to be assessed and collected by Commission; application of payment - The Commission shall assess and collect the annual registration fees...

§ 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships - A. Every domestic limited partnership, and every foreign limited partnership...

§ 50-73.68. Repealed - Repealed by Acts 2013, c. 18, cl. 2.

§ 50-73.69. Penalty for failure to timely pay annual registration fee - A. Any domestic or any foreign limited partnership that fails...

§ 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds - A. The Commission shall not file or issue with respect...

§ 50-73.71. Collection by suit and of unpaid bills - The provisions of §§ 13.1-775.1 and 58.1-2814, so far as...

§ 50-73.72. Construction and application - This Act shall be so applied and construed to effectuate...

§ 50-73.73. Short title - This chapter may be cited as the Virginia Revised Uniform...

§ 50-73.74. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 50-73.75. Rules for cases not provided for in this chapter - In any case not provided for in this chapter the...

§ 50-73.76. Application to existing limited partnership - Unless otherwise provided in this chapter, the provisions of this...

§ 50-73.76:1. Property title records - A. Whenever the records in the office of the clerk...

§ 50-73.77. Transition and savings provisions - A. The repeal of Chapter 2 (§ 50-44 et seq.)...

§ 50-73.78. Limited partnership as registered limited liability partnership - A. A limited partnership is a registered limited liability partnership...

Chapter 2.2 - Virginia Uniform Partnership Act

§ 50-73.79. Definitions - In this chapter: "Business" includes every trade, occupation, and profession....

§ 50-73.80. Knowledge and notice - A. A person knows a fact if the person has...

§ 50-73.81. Effect of partnership agreement; nonwaivable provisions - A. Except as otherwise provided in subsection B, relations among...

§ 50-73.82. Supplemental principles of law - A. Unless displaced by particular provisions of this chapter, the...

§ 50-73.83. Execution, filing, and recording of statements; effective time and date; refunds; penalty - A. A statement may be filed with the Commission. A...

§ 50-73.84. Law governing internal relations - A. Except as provided in subsection B, the law of...

§ 50-73.85. Transactions between partner and partnership - A partner may lend money to and transact other business...

§ 50-73.86. Partnership subject to amendment or repeal of chapter - A partnership governed by this chapter is subject to any...

§ 50-73.87. Partnership as entity - A partnership is an entity distinct from its partners. 1996,...

§ 50-73.88. Formation of partnership - A. Except as otherwise provided in subsection B, the association...

§ 50-73.89. Partnership property - Property acquired by a partnership is property of the partnership...

§ 50-73.90. When property is partnership property - A. Property is partnership property if acquired in the name...

§ 50-73.91. Partner agent of partnership - Subject to the effect of a statement of partnership authority...

§ 50-73.92. Transfer of partnership property - A. Partnership property may be transferred as follows: 1. Subject...

§ 50-73.93. Statement of partnership authority - A. A partnership may file a statement of partnership authority,...

§ 50-73.94. Statement of denial - A partner or other person named as a partner in...

§ 50-73.95. Partnership liable for partner's actionable conduct - A. A partnership is liable for loss or injury caused...

§ 50-73.96. Partner's liability - A. Except as otherwise provided in subsection B or subsection...

§ 50-73.97. Actions by and against partnership and partners - A. A partnership may sue and be sued in the...

§ 50-73.98. Liability of purported partner - A. If a person, by words or conduct, purports to...

§ 50-73.99. Partner's rights and duties - A. Each partner is deemed to have an account that...

§ 50-73.100. Distributions in kind - A partner has no right to receive, and may not...

§ 50-73.101. Partner's rights and duties with respect to information - A. A partnership shall keep its books and records, if...

§ 50-73.102. General standards of partner's conduct - A. The only fiduciary duties a partner owes to the...

§ 50-73.103. Actions by partnership and partners - A. A partnership may maintain an action against a partner...

§ 50-73.104. Continuation of partnership beyond definite term or particular undertaking - A. If a partnership for a definite term or particular...

§ 50-73.105. Partner not co-owner of partnership property - A partner is not a co-owner of partnership property and...

§ 50-73.106. Partner's transferable interest in partnership - The only transferable interest of a partner in the partnership...

§ 50-73.107. Transfer of partner's transferable interest - A. A transfer, in whole or in part, of a...

§ 50-73.108. Partner's transferable interest subject to charging order - A. On application by a judgment creditor of a partner...

§ 50-73.109. Events causing partner's dissociation - A partner is dissociated from a partnership upon the occurrence...

§ 50-73.110. Partner's power to dissociate; wrongful dissociation - A. A partner has the power to dissociate at any...

§ 50-73.111. Effect of partner's dissociation - A. If a partner's dissociation results in a dissolution and...

§ 50-73.112. Purchase of dissociated partner's interest - A. If a partner is dissociated from a partnership without...

§ 50-73.113. Dissociated partner's power to bind partnership - A. For one year after a partner dissociates without resulting...

§ 50-73.114. Dissociated partner's liability to other persons - A. A partner's dissociation does not of itself discharge the...

§ 50-73.115. Statement of dissociation - A. A dissociated partner named as a partner in a...

§ 50-73.116. Continued use of partnership name - Continued use of a partnership name, or a dissociated partner's...

§ 50-73.117. Events causing dissolution and winding up of partnership business - A partnership is dissolved, and its business shall be wound...

§ 50-73.118. Partnership continues after dissolution - A. Subject to subsection B, a partnership continues after dissolution...

§ 50-73.119. Right to wind up partnership business - A. After dissolution, a partner who has not wrongfully dissociated...

§ 50-73.120. Partner's power to bind partnership after dissolution - Subject to § 50-73.121, a partnership is bound by a...

§ 50-73.121. Statement of dissolution - A. After dissolution, a partner who has not wrongfully dissociated...

§ 50-73.122. Partner's liability to other partners after dissolution - A. Except as otherwise provided in subsection B of this...

§ 50-73.123. Settlement of accounts and contributions among partners - A. In winding up a partnership's business, the assets of...

§ 50-73.124. Definitions - In this article: "General partner" means a partner in a...

§ 50-73.125. Repealed - Repealed by Acts 2007, c. 631, cl. 4.

§ 50-73.126. Conversion of limited partnership to partnership - A. A limited partnership may be converted to a partnership...

§ 50-73.127. Effect of conversion; entity unchanged - A. A limited partnership that has been converted pursuant to...

§ 50-73.128. Merger of partnerships - A. Pursuant to a written plan of merger approved as...

§ 50-73.129. Effect of merger - A. When a merger takes effect: 1. The separate existence...

§ 50-73.130. Repealed - Repealed by Acts 2007, c. 771, cl. 2.

§ 50-73.131. Statement of merger - A. After a plan of merger is approved, the surviving...

§ 50-73.132. Registered limited liability partnerships - A. To become a registered limited liability partnership, a partnership...

§ 50-73.133. Name of registered limited liability partnership - A. The name of a partnership that is also a...

§ 50-73.134. Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status - A. On or before July 1 of each year after...

§ 50-73.135. Registered office and registered agent - A. Each registered limited liability partnership and each foreign registered...

§ 50-73.136. Amendment of statement of registration; effect of statement of registration - A. Notwithstanding the provisions of subsection D or any other...

§ 50-73.137. Cancellation of a registered limited liability partnership - A. A registered limited liability partnership registered under this chapter...

§ 50-73.137:1. Effect of cancellation of limited partnership certificate or registration - A. Whenever the certificate of limited partnership of a domestic...

§ 50-73.137:2. Known claims against dissolved registered limited liability partnership - A. A partnership that is dissolved pursuant to § 50-73.117...

§ 50-73.137:3. Other claims against dissolved registered limited liability partnership - A. A dissolved partnership that is a registered limited liability...

§ 50-73.137:4. Court proceedings - A. A dissolved limited liability partnership that has published a...

§ 50-73.138. Registration of foreign registered limited liability partnerships - A. Before transacting business in the Commonwealth, a foreign registered...

§ 50-73.139. Withdrawal of a foreign registered limited liability partnership - A foreign registered limited liability partnership authorized to transact business...

§ 50-73.140. Effect of failure of foreign registered limited liability partnership to register - The failure of a foreign registered limited liability partnership to...

§ 50-73.141. Applicability of chapter to foreign and interstate commerce - A. A registered limited liability partnership may conduct its business,...

§ 50-73.142. Limited partnerships as registered limited liability partnerships - A domestic limited partnership may become a registered limited liability...

§ 50-73.143. Registration certificate required for registered limited liability partnership engaged in practice of law - Before any registered limited liability partnership may engage in the...

§ 50-73.144. Application and construction - A. This chapter shall be applied and construed to effectuate...

§ 50-73.145. Short title - This chapter may be cited as the Virginia Uniform Partnership...

§ 50-73.146. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 50-73.147. Applicability - A. Before January 1, 2000, this chapter governs only a...

§ 50-73.148. Transition - Before January 1, 2000, a limited partnership voluntarily may elect,...

§ 50-73.149. Savings clause - This chapter does not affect an action or proceeding commenced...

§ 50-73.150. Property title records - A. Whenever the records in the office of the clerk...

Chapter 3 - Partnership Certificates

§ 50-74. Repealed - Repealed by Acts 1996, c. 292, effective July 1, 1997.

§ 50-75. Repealed - Repealed by Acts 1997, c. 188.

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Code of Virginia Title 50 - Partnerships

Code of Virginia
Title 50 - Partnerships