Code of Virginia - Title 50 Partnerships - Chapter 2.2 Virginia Uniform Partnership Act

50-73.79 Definitions
In this chapter: "Business" includes every trade, occupation, and profession. "Commission" means the State Corporation Commission of Virginia. "Debtor in bankruptcy" means a person who ...

50-73.80 Knowledge and notice
A. A person knows a fact if the person has actual knowledge of it. B. A person has notice of a fact if the person: ...

50-73.81 Effect of partnership agreement; nonwaivable provisions
A. Except as otherwise provided in subsection B, relations among the partners and between the partners and the partnership are governed by the partnership agreement. ...

50-73.82 Supplemental principles of law
A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. B. If an obligation to pay interest ...

50-73.83 Execution, filing, and recording of statements; refunds
A. A statement may be filed with the Commission. A duly authenticated copy of a statement that is filed in an office in another state ...

50-73.84 Law governing internal relations
A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its principal office governs relations among the partners ...

50-73.85 Transactions between partner and partnership
A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of ...

50-73.86 Partnership subject to amendment or repeal of chapter
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. (1996, c. 292.) ...

50-73.87 Partnership as entity
A partnership is an entity distinct from its partners. (1996, c. 292.) ...

50-73.88 Formation of partnership
A. Except as otherwise provided in subsection B, the association of two or more persons to carry on as co-owners a business for profit forms ...

50-73.89 Partnership property
Property acquired by a partnership is property of the partnership and not of the partners individually. (1996, c. 292.) ...

50-73.90 When property is partnership property
A. Property is partnership property if acquired in the name of: 1. The partnership; or 2. One or more partners with an indication in the ...

50-73.91 Partner agent of partnership
Subject to the effect of a statement of partnership authority under § 50-73.93: 1. Each partner is an agent of the partnership for the purpose ...

50-73.92 Transfer of partnership property
A. Partnership property may be transferred as follows: 1. Subject to the effect of a statement of partnership authority under § 50-73.93, partnership property held ...

50-73.93 Statement of partnership authority
A. A partnership may file a statement of partnership authority, which: 1. Shall include: a. The name of the partnership; b. The name of the ...

50-73.94 Statement of denial
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant ...

50-73.95 Partnership liable for partner's actionable conduct
A. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act ...

50-73.96 Partner's liability
A. Except as otherwise provided in subsection B or subsection C, all partners are liable jointly and severally for all obligations of the partnership unless ...

50-73.97 Actions by and against partnership and partners
A. A partnership may sue and be sued in the name of the partnership. B. An action may be brought against the partnership and, except ...

50-73.98 Liability of purported partner
A. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a ...

50-73.99 Partner's rights and duties
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 ...

50-73.100 Distributions in kind
A partner has no right to receive, and may not be required to accept, a distribution in kind. (1996, c. 292.) ...

50-73.101 Partner's rights and duties with respect to information
A. A partnership shall keep its books and records, if any, at its principal office. B. A partnership shall provide partners and their agents and ...

50-73.102 General standards of partner's conduct
A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care ...

50-73.103 Actions by partnership and partners
A. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to ...

50-73.104 Continuation of partnership beyond definite term or particular undertaking
A. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion ...

50-73.105 Partner not co-owner of partnership property
A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. (1996, ...

50-73.106 Partner's transferable interest in partnership
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's ...

50-73.107 Transfer of partner's transferable interest
A. A transfer, in whole or in part, of a partner's transferable interest in the partnership: 1. Is permissible; 2. Does not by itself cause ...

50-73.108 Partner's transferable interest subject to charging order
A. On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of ...

50-73.109 Events causing partner's dissociation
A partner is dissociated from a partnership upon the occurrence of any of the following events: 1. The partnership's having notice of the partner's express ...

50-73.110 Partner's power to dissociate; wrongful dissociation
A. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision 1 of § 50-73.109. B. ...

50-73.111 Effect of partner's dissociation
A. If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies. B. Upon ...

50-73.112 Purchase of dissociated partner's interest
A. If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 50-73.117, the ...

50-73.113 Dissociated partner's power to bind partnership
A. For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving ...

50-73.114 Dissociated partner's liability to other persons
A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable ...

50-73.115 Statement of dissociation
A. A dissociated partner named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to ...

50-73.116 Continued use of partnership name
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the ...

50-73.117 Events causing dissolution and winding up of partnership business
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: 1. In a partnership ...

50-73.118 Partnership continues after dissolution
A. Subject to subsection B, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the ...

50-73.119 Right to wind up partnership business
A. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's ...

50-73.120 Partner's power to bind partnership after dissolution
Subject to § 50-73.121, a partnership is bound by a partner's act after dissolution that: 1. Is appropriate for winding up the partnership business; or ...

50-73.121 Statement of dissolution
A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution for a partnership that has filed a statement of ...

50-73.122 Partner's liability to other partners after dissolution
A. Except as otherwise provided in subsection B of this section or in subsection C of § 50-73.96, after dissolution a partner is liable to ...

50-73.123 Settlement of accounts and contributions among partners
A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied ...

50-73.124 Definitions
In this article: "General partner" means a partner in a partnership and a general partner in a limited partnership. "Limited partner" means a limited partner ...

50-73.125 Description unavailable
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 pursuant to this section. B. Notwithstanding a provision to the contrary in a limited partnership ...

50-73.127 Effect of conversion; entity unchanged
A. A limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. B. ...

50-73.128 Merger of partnerships
A. Pursuant to a written plan of merger approved as provided in subsection C, a partnership may be merged with one or more domestic or ...

50-73.129 Effect of merger
A. When a merger takes effect: 1. The separate existence of every partnership or limited partnership that is a party to the merger, other than ...

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

50-73.131 Statement of merger
A. After a merger, the surviving partnership or limited partnership shall file with the Commission a statement of merger on behalf of the partnerships that ...

50-73.132 Registered limited liability partnerships
A. To become a registered limited liability partnership, a partnership formed under the laws of the Commonwealth shall file with the Commission a statement of ...

50-73.133 Name of registered limited liability partnership
A. The name of a partnership that is also a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability ...

50-73.134 Registered limited liability partnership annual continuation reports
A. On or before July 1 of each year after the calendar year in which it became registered under § 50-73.132, each registered limited liability ...

50-73.135 Registered office and registered agent
A. Each registered limited liability partnership and each foreign registered limited liability partnership registered pursuant to this article shall continuously maintain in this Commonwealth: 1. ...

50-73.136 Amendment of statement of registration; effect of statement of registration
A. Notwithstanding the provisions of subsection D or any other provision of this chapter, the status of a partnership as a registered limited liability partnership ...

50-73.137 Cancellation of a registered limited liability partnership
A. A registered limited liability partnership registered under this chapter may cancel its registration by filing with the Commission a statement of cancellation of registration ...

50-73.137:1 Effect of cancellation of limited partnership certificate or registration
A. Whenever the certificate of limited partnership of a domestic limited partnership that is registered as a registered limited liability partnership is canceled, the limited ...

50-73.137:2 Known claims against dissolved registered limited liability partnership
A. A partnership that is dissolved pursuant to § 50-73.117 that is a registered limited liability partnership at the time of its dissolution may dispose ...

50-73.137:3 Other claims against dissolved registered limited liability partnership.
A. A dissolved partnership that is a registered limited liability partnership at the time of its dissolution may also publish notice of its dissolution and ...

50-73.137:4 Court proceedings.
A. A dissolved limited liability partnership that has published a notice under § 50-73.137:3 may file an application with the circuit court of the city ...

50-73.138 Registration of foreign registered limited liability partnerships
A. Before transacting business in the Commonwealth, a foreign registered limited liability partnership shall register with the Commission. An applicant for registration as a foreign ...

50-73.139 Withdrawal of a foreign registered limited liability partnership
A foreign registered limited liability partnership authorized to transact business in this Commonwealth may withdraw from this Commonwealth by filing with the Commission a statement ...

50-73.140 Effect of failure of foreign registered limited liability partnership to register
The failure of a foreign registered limited liability partnership to file a statement of registration or to maintain that registration or to appoint and maintain ...

50-73.141 Applicability of chapter to foreign and interstate commerce
A. A registered limited liability partnership may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in ...

50-73.142 Limited partnerships as registered limited liability partnerships
A domestic limited partnership may become a registered limited liability limited partnership by complying with the applicable provisions of the Virginia Revised Uniform Limited Partnership ...

50-73.143 Registration certificate required for registered limited liability partnership engaged in practice ...
Before any registered limited liability partnership may engage in the practice of law in this Commonwealth, it shall first obtain and maintain a registration certificate ...

50-73.144 Application and construction
A. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this ...

50-73.145 Short title
This chapter may be cited as the Virginia Uniform Partnership Act (1996). (1996, c. 292.) ...

50-73.146 Severability clause
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or ...

50-73.147 Applicability
A. Before January 1, 2000, this chapter governs only a partnership formed: 1. On and after July 1, 1997, unless that partnership is continuing the ...

50-73.148 Transition
Before January 1, 2000, a limited partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership ...

50-73.149 Savings clause
This chapter does not affect an action or proceeding commenced or right accrued before July 1, 1997. (1996, c. 292.) ...

50-73.150 Property title records.
A. Whenever the records in the office of the clerk of the Commission reflect that a partnership has changed or corrected its name, merged into ...