Code of Virginia - Title 50 Partnerships - Chapter 2.1 Virginia Revised Uniform Limited Partnership Act

50-73.1 Definitions
As used in this chapter, unless the context otherwise requires: "Certificate of limited partnership" means the certificate referred to in § 50-73.11, and the certificate ...

50-73.2 Name
The name of each limited partnership as set forth in its certificate of limited partnership: 1. Shall either: (i) contain the words "limited partnership" or ...

50-73.3 Reservation of name
A. The exclusive right to the use of a limited partnership name may be reserved by: 1. Any person intending to organize a limited partnership ...

50-73.4 Specified office, registered office, and registered agent
A. Each domestic limited partnership and each foreign limited partnership registered to transact business in the Commonwealth shall continuously maintain: 1. A specified office, which ...

50-73.5 Change of registered office or registered agent
A. A limited partnership or a foreign limited partnership registered to transact business in the Commonwealth may change its registered office or registered agent, or ...

50-73.6 Resignation of registered agent
A. A registered agent may resign his agency appointment by signing and filing with the Commission a statement of resignation accompanied by his certification that ...

50-73.7 Service on limited partnership
A. A domestic or foreign limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by ...

50-73.8 Records to be kept
A. Each limited partnership shall keep at the specified office required to be maintained by § 50-73.4 the following: 1. A current list of the ...

50-73.9 Nature of business
A limited partnership may carry on any business that a partnership without limited partners may carry on. (1985, c. 607.) ...

50-73.10 Business transactions of partner with partnership
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other ...

50-73.10:1 Unlawful to transact or offer to transact business as a limited partnership unless authorized; pena...
It shall be unlawful for any person to transact business in the Commonwealth as a limited partnership or to offer or advertise to transact business ...

50-73.11 Certificate of limited partnership
A. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth: ...

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

50-73.11:2 Description unavailable
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 a limited partnership pursuant to this section. B. The terms and conditions of a conversion ...

50-73.11:4 Effect of conversion; entity unchanged.
A. A general partnership that has been converted to a limited partnership pursuant to § 50-73.11:3, former § 50-73.11:1, or former § 50-73.125 shall be ...

50-73.12 (Effective until April 1, 2009) Amendment of certificate
A. A certificate of limited partnership is amended by filing with the Commission a certificate of amendment setting forth: 1. The name of the limited ...

50-73.13 (Repealed effective April 1, 2009) Cancellation of certificate
A. A certificate of limited partnership shall be canceled upon the dissolution and when all debts, liabilities, and obligations of the limited partnership have been ...

50-73.14 Description unavailable
Repealed by Acts 1987, c. 702. ...

50-73.15 (Effective until April 1, 2009) Execution of certificates
A. Each certificate required or permitted by this article to be filed as specified in §§ 50-73.11 through 50-73.13 and articles of merger referred to ...

50-73.16 Execution by judicial act
If a person required by § 50-73.15 to execute any certificate fails or refuses to do so, any other person, who is adversely affected by ...

50-73.17 (Effective until April 1, 2009) Filing; fees; effective time and date
A. 1. One signed copy of the certificate of limited partnership, of any amended and restated certificate referred to in § 50-73.77, of any certificate ...

50-73.18 Liability for false statement in certificate
If any certificate filed pursuant to this chapter contains a false or inaccurate statement, one who suffers loss by reliance on the statement may recover ...

50-73.19 Scope of notice
The fact that a certificate of limited partnership has been filed in accordance with the provisions of this chapter or the Virginia Uniform Limited Partnership ...

50-73.20 Delivery of certificates to limited partners
Upon the filing with the clerk of the Commission, pursuant to § 50-73.17, of a certificate, the general partners shall promptly deliver or mail a ...

50-73.21 Assumed or fictitious names
Notwithstanding any other provision of the law, no partnership organized under this chapter which is conducting or transacting business in this Commonwealth under the name ...

50-73.22 Description unavailable
Repealed by Acts 1987, c. 702. ...

50-73.22:1 Admission of limited partners
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 ...

50-73.23 Voting
Subject to § 50-73.24, the partnership agreement may grant to all or a specified group of the limited partners the right to vote upon any ...

50-73.24 Liability to third parties
A. Except as provided in subsection D of this section, a limited partner is not liable for the obligations of a limited partnership unless he ...

50-73.25 Person erroneously believing himself limited partner
A. Except as provided in subsection B of this section, a person who makes a contribution to a partnership and erroneously but in good faith ...

50-73.26 Information
Each limited partner has the right, subject to such reasonable standards as set forth in the partnership agreement, to: 1. Inspect and copy any of ...

50-73.27 Admission of additional general partners
After the filing of a limited partnership's initial certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, ...

50-73.28 Events of withdrawal
Except as approved by the written consent of all partners at the time, a person ceases to be a general partner of a limited partnership ...

50-73.29 General powers and liabilities
A. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers of ...

50-73.30 Contributions by general partner
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, ...

50-73.31 Voting
The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately ...

50-73.32 Form of contribution
The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property ...

50-73.33 Liability for contribution
A. 1. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by ...

50-73.34 Sharing of profits and losses
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing ...

50-73.35 Sharing of distributions
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided ...

50-73.36 Interim distributions
Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before the dissolution and winding up thereof to ...

50-73.37 Withdrawal of general partner
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates ...

50-73.38 Withdrawal of limited partner
A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership ...

50-73.39 Description unavailable
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, neither a general partner nor a limited partner has any right to receive any distribution ...

50-73.40 Distribution in kind
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive ...

50-73.41 Right to distribution
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a ...

50-73.42 Limitations on distribution
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the ...

50-73.43 Liability upon return of contribution
A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is ...

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 is assignable in whole or in part. An assignment of a partnership interest does not ...

50-73.46 Description unavailable
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 or of a partner's assignee, a court having jurisdiction may charge the transferable interest of ...

50-73.47 Right of assignee to become limited partner
A. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that ...

50-73.48 Power of estate of deceased or incapacitated partner
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incapacitated, the partner's executor, administrator, conservator, or ...

50-73.48:1 Merger
A. Pursuant to a written plan of merger, a domestic limited partnership that has filed a certificate of limited partnership with the Commission that is ...

50-73.48:2 Approval of merger by domestic limited partnership
A. Each domestic limited partnership that is to be a party to a proposed merger shall approve the proposed merger, unless the partnership agreement of ...

50-73.48:3 (Effective until April 1, 2009) Articles of merger
A. After a plan of merger is approved by each domestic or foreign limited partnership, limited liability company, business trust or corporation that is a ...

50-73.48:4 Effect of merger
When a merger takes effect: 1. The separate existence of every domestic limited partnership that is a party to the merger except the surviving domestic ...

50-73.49 (Effective until April 1, 2009) Dissolution generally
A. A limited partnership formed under this chapter or that has filed an amended and restated certificate of limited partnership in compliance with subsection D ...

50-73.50 (Effective until April 1, 2009) Judicial dissolution
On application by or for a partner, the circuit court as specified in § 50-73.16 may decree dissolution of a limited partnership if it is ...

50-73.51 (Effective until April 1, 2009) Winding up
A. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, ...

50-73.52 Distribution of assets
Upon the winding up of a limited partnership, the assets shall be distributed as follows: 1. To creditors, including partners who are creditors, to the ...

50-73.52:1 Known claims against dissolved limited partnership
A. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in this section. B. The dissolved limited ...

50-73.52:2 Other claims against dissolved limited partnership.
A. A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the dissolved limited partnership present them ...

50-73.52:3 Court proceedings.
A. A dissolved limited partnership that has published a notice under § 50-73.52:2 may file an application with the circuit court of the city or ...

50-73.52:4 (Effective April 1, 2009) Certificate of cancellation.
A. When the affairs of a limited partnership have been wound up pursuant to § 50-73.51, it shall file a certificate of cancellation with the ...

50-73.52:5 (Effective April 1, 2009) Automatic cancellation of limited partnership existence.
A. If any limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be ...

50-73.52:6 (Effective April 1, 2009) Involuntary cancellation of limited partnership existence.
A. The existence of a limited partnership may be canceled involuntarily by order of the Commission when it finds that the limited partnership has: 1. ...

50-73.52:7 (Effective April 1, 2009) Reinstatement of a limited partnership that has ceased to exist...
A. A limited partnership that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by ...

50-73.53 Authority to transact business required; governing law
A. A foreign limited partnership may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission. B. Subject to ...

50-73.54 Registration
A. A foreign limited partnership may apply to the Commission for a certificate of registration to transact business in the Commonwealth. The application shall be ...

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

50-73.56 Name
A. No certificate of registration shall be issued to a foreign limited partnership unless the name of such limited partnership satisfies the requirements of § ...

50-73.57 (Effective until April 1, 2009) Changes and amendments
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have ...

50-73.57:1 Liability for false statement in application
If any application for registration filed pursuant to this article contains a false or inaccurate statement, one who suffers loss by reliance on the statement ...

50-73.57:2 (Effective until April 1, 2009) Merger of foreign limited partnership registered to transact busine...
A. Whenever a foreign limited partnership that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws ...

50-73.57:3 Entity conversion of foreign limited partnership registered to transact business in Commonwealt...
A. Whenever a foreign limited partnership registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, ...

50-73.58 Cancellation of certificate of registration
A. A foreign limited partnership may cancel its certificate of registration by delivering to the Commission a certificate of cancellation executed by a general partner ...

50-73.58:1 (Effective April 1, 2009) Automatic cancellation of certificate of registration.
A. If any foreign limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, its certificate of ...

50-73.58:2 (Effective April 1, 2009) Involuntary cancellation of certificate of registration.
A. The certificate of registration to transact business in the Commonwealth of any foreign limited partnership may be canceled involuntarily by order of the Commission ...

50-73.58:3 (Effective April 1, 2009) Reinstatement of a certificate of registration that has been canceled...
A. A foreign limited partnership whose certificate of registration to transact business in the Commonwealth has been canceled may apply to the Commission for reinstatement ...

50-73.59 Transaction of business without registration
A. A foreign limited partnership transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until ...

50-73.60 Action by Attorney General
The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this Commonwealth in violation of this article. (1985, ...

50-73.61 Transactions not constituting transacting business
A. The following activities, among others, do not constitute transacting business within the meaning of this article: 1. Maintaining, defending, or settling any proceeding; 2. ...

50-73.62 Right of action
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor to the same extent ...

50-73.63 Proper plaintiff
In a derivative action, the plaintiff shall be a partner at the time of bringing the action and (i) shall have been a partner at ...

50-73.64 Pleading
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure commencement of the action by a general ...

50-73.65 Expenses
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, ...

50-73.66 Annual registration fees to be assessed and collected by Commission; application of paymen...
The Commission shall assess and collect the annual registration fees imposed by this chapter. When the Commission receives payment of a registration fee assessed against ...

50-73.67 Annual registration fees to be paid by domestic and foreign limited partnerships
Every domestic limited partnership, and every foreign limited partnership registered to transact business in the Commonwealth, shall pay into the state treasury on or before ...

50-73.68 Assessment of annual registration fees and forwarding of statements
The Commission shall ascertain from its records each domestic limited partnership and each foreign limited partnership registered to transact business in this Commonwealth, as of ...

50-73.69 (Effective until April 1, 2009) Penalty for failure to timely pay annual registration fee or file s...
A. Any domestic or any foreign limited partnership failing to pay the annual registration fee into the state treasury within the time prescribed in § ...

50-73.70 Payment of fees, fines, penalties, and interest prerequisite to Commission action; refund...
A. The Commission shall not file or issue with respect to any domestic or foreign limited partnership any document or certificate specified in this chapter, ...

50-73.71 Collection by suit and of unpaid bills
The provisions of §§ 13.1-775.1 and 58.1-2814, so far as they are applicable, shall apply to the annual registration fees and penalties imposed by this ...

50-73.72 Construction and application
This Act shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this ...

50-73.73 Short title
This chapter may be cited as the Virginia Revised Uniform Limited Partnership Act. (1985, c. 607.) ...

50-73.74 Severability
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity shall not affect other provisions or ...

50-73.75 Rules for cases not provided for in this chapter
In any case not provided for in this chapter the provisions of the Uniform Partnership Act Chapter 2.2 (§ 50-73.79 et seq.) shall govern. (1985, ...

50-73.76 Application to existing limited partnership
Unless otherwise provided in this chapter, the provisions of this chapter shall apply to all limited partnerships, and to their partners, existing on January 1, ...

50-73.76:1 Property title records.
A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign limited partnership has changed or corrected ...

50-73.77 (Effective until April 1, 2009) Transition and savings provisions
A. The repeal of Chapter 2 (§ 50-44 et seq.) of this title shall not impair the continued existence of a limited partnership formed prior ...

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 ...