dcrodriguez/Code-of-Virginia huggingface dataset:
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 true copy of the certificate of limited partnership to each limited partner unless the partnership agreement provides otherwise.

1985, c. 607; 1987, c. 702; 1991, c. 434.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 of the partnership set forth in a certificate filed pursuant to § 50-73.17, nor any partner of that limited partnership, shall be required to file any assumed or fictitious name or comparable certificate solely for such conduct or transaction of partnership business.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.22. Repealed.
Repealed by Acts 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 date stated in the records of the limited partnership as the date that person becomes a limited partner.

B. After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as an additional limited partner:

1. In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

2. In the case of an assignee of a partnership interest of a partner who has the power, as provided in § 50-73.47, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 matter, on a per capita or other basis, upon any matter.

1985, c. 607; 1987, c. 702.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:

1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

2. Withdraws from future equity participation in the partnership by executing and filing with the Commission a certificate declaring his withdrawal under the provisions of this section.

B. A person who makes a contribution of the kind described in subsection A of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 the partnership records required to be maintained by § 50-73.8; and

2. Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.

1985, c. 607.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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, if the partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners. A person may be admitted to a limited partnership as a general partner of the limited partnership and may receive a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a general partner of the limited partnership without acquiring a partnership interest in the limited partnership.

1985, c. 607; 2015, c. 614.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 upon the happening of any of the following events:

1. The general partner withdraws from the limited partnership as provided in § 50-73.37;

2. The general partner ceases to be a member of the limited partnership as provided in § 50-73.45;

3. The general partner is removed as a general partner in accordance with the partnership agreement;

4. Unless otherwise provided in writing in the partnership agreement, the general partner (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegation of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;

5. Unless otherwise provided in writing in the partnership agreement, if within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or if within 90 days after the expiration of any such stay, the appointment is not vacated;

6. In the case of a general partner who is an individual, (i) his death, or (ii) the entry by a court of competent jurisdiction of an order or decree adjudicating him incapacitated;

7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

9. In the case of a general partner that is a corporation or other legal or commercial entity, the termination of its existence; or

10. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 801.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 a partner in a partnership without limited partners.

B. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.3. Reserved name.
A. A person may apply to the Commission to reserve the exclusive use of a limited partnership name, including a designated name for a foreign limited partnership. The limited partnership name applied for need not comply with subsection A of § 50-73.2. If the Commission finds that the limited partnership name is distinguishable upon the records of the Commission, it shall reserve the name for the applicant's exclusive use for a 120-day period.

B. The owner of a reserved limited partnership name may renew the reservation for successive 120-day periods each by filing with the Commission, during the 45-day period preceding the date of expiration of the reservation, a renewal application.

C. The owner of a reserved limited partnership name may transfer the reservation to any other person by delivering to the Commission a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

D. A reserved limited partnership name may be used by its owner in connection with (i) the formation or an amendment to change the name of a domestic stock or nonstock corporation, limited liability company, business trust, or limited partnership; (ii) an application for a certificate of authority or registration to transact business in the Commonwealth as a foreign stock or nonstock corporation, limited liability company, business trust, or limited partnership; or (iii) an amended application for such authority or registration, provided that the proposed name complies with the provisions of § 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, or 50-73.56, as the case may be.

1985, c. 607; 2006, c. 505; 2015, c. 444.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 or with all or any class of the limited partners, on any matter.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 or to perform services.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 the limited partner or his duly authorized attorney-in-fact.

2. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to § 50-73.8, of the stated contribution that has not been made.

B. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.

1985, c. 607; 1987, c. 702.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to § 50-73.8, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to § 50-73.8, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 the extent and at the times or upon the happening of the events specified in the partnership agreement.

1985, c. 607; 1987, c. 702; 1997, c. 188.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him in addition to any remedies otherwise available under applicable law.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 agreement.

1985, c. 607; 1987, c. 702; 1997, c. 188.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.39. Repealed.
Repealed by Acts 1997, c. 188.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 on account of (i) the partner's withdrawal or (ii) other event of dissolution or ceasing, for any other reason, to be partner.

2000, c. 581.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.4. Principal 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 principal office, which shall be a place of its business and which may but need not be within the Commonwealth, at which shall be kept the records required to be maintained pursuant to § 50-73.8;

2. A registered office in the Commonwealth that may be the same as any of its places of business; and

3. A registered agent, who shall be either:

a. An individual who is a resident of the Commonwealth and is either (i) a general partner of the limited partnership, (ii) an officer or director of a corporate general partner of the limited partnership, (iii) a general partner of a general or limited partnership that is a general partner of the limited partnership, (iv) a member or manager of a limited liability company that is a general partner of the limited partnership, (v) a trustee of a trust that is a general partner of the limited partnership, or (vi) a member of the Virginia State Bar and whose business office is identical with the registered office; or

b. A domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.

B. The sole duty of the registered agent is to forward to the limited partnership or foreign limited partnership at its last known address any process, notice or demand that is served on the registered agent.

1985, c. 607; 1987, c. 702; 1993, c. 292; 2000, cc. 162, 537; 2001, cc. 517, 541; 2007, c. 631; 2010, c. 675.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 creditor of the limited partnership with respect to the distribution.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.

B. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.

C. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records to be kept pursuant to § 50-73.8, of his contribution which has not been distributed to him.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.44. Nature of partnership interest.
A partnership interest is personal property.

1985, c. 607.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.

1985, c. 607.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.46. Repealed.
Repealed by Acts 2004, c. 601.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise have been entitled in respect of the interest.

B. A charging order constitutes a lien on the judgment debtor's transferable interest in the limited partnership.

C. This chapter does not deprive a partner or a partner's assignee of a right under exemption laws with respect to the judgment debtor's interest in the limited partnership.

D. The entry of a charging order is the exclusive remedy by which a judgment creditor of a partner or of a partner's assignee may satisfy a judgment out of the judgment debtor's transferable interest in the limited partnership.

E. No creditor of a partner or of a partner's assignee shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the limited partnership.

2004, c. 601; 2006, c. 912.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 (i) the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement, or (ii) all other partners consent.

B. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligation of his assignor to make and return contributions as provided in Articles 5 (§ 50-73.32 et seq.) and 6 (§ 50-73.36 et seq.) of this chapter. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.

C. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under §§ 50-73.18 and 50-73.33.

1985, c. 607; 1987, c. 702.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

1985, c. 607; 1997, c. 801.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 that limited partnership provides otherwise, by the unanimous vote of the partners of the partnership. However, a provision of a limited partnership's partnership agreement purporting to authorize the limited partnership to approve a merger by a less than unanimous vote of the partners shall be effective to permit approval of a merger by a less than unanimous vote only if either (i) the partnership agreement included that provision at the time each partner who does not vote in favor of the merger became bound by the agreement, or (ii) the provision was added to the partnership agreement through an amendment to which each partner who does not vote in favor of the merger specifically consented.

B. A plan of merger may provide for the manner, if any, in which the plan may be amended at any time before the effective date of the certificate of merger issued by the Commission for the merger.

C. If an amendment to a plan of merger is made in accordance with subsection B of this section, and articles of merger already have been filed with the Commission, amended articles of merger shall be filed with the Commission before the effective date of any certificate of merger issued by the Commission for the articles of merger which the amended articles are to supersede.

D. Unless the domestic limited partnership's partnership agreement or the plan of merger provides otherwise, after the merger has been authorized and at any time before the effective date of the certificate of merger issued by the Commission for the merger, the merger may be abandoned by the affirmative vote of all general partners of the domestic limited partnership, subject to any contractual rights, without further action by the limited partners, in accordance with the procedure set forth in the plan or, if none is set forth, in the manner determined by the general partners of each domestic limited partnership party to the merger. If articles of merger already have been filed with the Commission, written notice of abandonment must be filed with the Commission before the effective date of the certificate of merger.

1992, c. 575.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.48:3. 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 party to the merger, the surviving domestic or foreign partnership, limited partnership, limited liability company, business trust or corporation shall file with the Commission articles of merger executed by each party to the merger setting forth:

1. The plan of merger;

2. If the surviving entity of the merger is a foreign limited liability partnership not registered with the Commission pursuant to § 50-73.138, a foreign limited partnership without a certificate of registration issued by the Commission pursuant to § 50-73.54, a foreign limited liability company without a certificate of registration issued by the Commission pursuant to § 13.1-1052, a foreign business trust without a certificate of registration issued by the Commission pursuant to § 13.1-1242 or a foreign corporation without a certificate of authority issued by the Commission pursuant to § 13.1-759, the address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it was formed, organized or incorporated;

3. A statement that the plan of merger was adopted by each domestic partnership party to the merger in accordance with § 50-73.128, each domestic limited partnership party to the merger in accordance with § 50-73.48:2, each domestic business trust party to the merger in accordance with § 13.1-1258, and by each domestic limited liability company party to the merger in accordance with § 13.1-1071; and

4. If a domestic corporation is a party to the merger, any additional information required by § 13.1-720.

B. If a foreign partnership, limited partnership, limited liability company, business trust or corporation is a party to the merger, the articles of merger shall contain a statement that the merger is permitted by the state or other jurisdiction under whose law the partnership, limited partnership or business trust is formed, the limited liability company is organized or the corporation is incorporated and that the foreign partnership, limited partnership, limited liability company, business trust or corporation has complied with that law in effecting the merger.

C. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger, which shall become effective pursuant to the provisions of subsection C of § 50-73.17.

D. A certificate of merger shall act as a certificate of cancellation as described in § 50-73.52:4 for a domestic limited partnership that is not the surviving party to the merger, and such limited partnership's existence shall be canceled upon the effective time and date of the certificate of merger.

1992, c. 575; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2007, c. 631; 2008, c. 586.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 limited partnership, if any, ceases;

2. The title to all real estate and other property owned by each domestic limited partnership party to the merger is vested in the surviving domestic or foreign partnership, limited partnership, limited liability company, business trust or corporation without reversion or impairment;

3. The surviving domestic or foreign partnership, limited partnership, limited liability company, business trust or corporation has all liabilities of each domestic limited partnership party to the merger;

4. A proceeding pending by or against any domestic limited partnership party to the merger may be continued as if the merger had not occurred, or the surviving domestic or foreign partnership, limited partnership, limited liability company, business trust or corporation may be substituted in the proceeding for the domestic limited partnership whose existence ceased;

5. If a domestic limited partnership is the surviving entity of the merger, the certificate of limited partnership and partnership agreement of that limited partnership is amended to the extent provided in the plan of merger; and

6. The former holders of partnership interests of every domestic limited partnership party to the merger are entitled only to the rights provided in the plan of merger.

1992, c. 575; 1997, c. 190; 2003, c. 340.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.48:5. Abandonment of merger.
A. Unless otherwise provided in the plan of merger or in the laws under which a foreign limited partnership or a domestic or foreign other business entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic limited partnership that is a party to the plan without action by its partners in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, by a vote of the partners of the limited partnership that is equal to or greater than the vote cast for the plan pursuant to § 50-73.48:2, subject to any contractual rights of other parties to the plan of merger.

B. If a merger is abandoned after articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the merger shall be deemed abandoned and shall not become effective.

C. The statement of abandonment shall contain:

1. The name of each domestic and foreign limited partnership and other business entity that is a party to the merger and its jurisdiction of formation and entity type;

2. When the survivor will be a domestic stock or nonstock corporation created by the merger, the name of the survivor set forth in the articles of merger;

3. The date on which the articles of merger were filed with the Commission;

4. The date and time on which the Commission's certificate of merger becomes effective; and

5. A statement that the merger is being abandoned in accordance with this section.

2021, Sp. Sess. I, c. 487.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.49. Dissolution generally.
A limited partnership formed under this chapter or that has filed an amended and restated certificate of limited partnership in compliance with subsection D of § 50-73.77 is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:

1. At the time or upon the occurrence of any events specified in the certificate of limited partnership or in writing in the partnership agreement;

2. Upon the unanimous written consent of the partners;

3. Upon an event of withdrawal of a general partner unless:

a. At the time there is at least one other general partner, in which event, unless otherwise provided in the written provisions of the partnership agreement or agreed upon by all remaining partners, the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal; or

b. Within 90 days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, in which event the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal;

4. Entry of a decree of judicial dissolution under § 50-73.50;

5. Automatic cancellation of its existence pursuant to § 50-73.52:5; or

6. Involuntary cancellation of its existence pursuant to § 50-73.52:6.

1985, c. 607; 1987, c. 702; 1996, c. 255; 2007, c. 631; 2008, cc. 586, 588, 770; 2009, c. 167; 2015, c. 614.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:

1. The name of the domestic or foreign limited partnership;

2. The address of its current registered office;

3. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;

4. The name of its current registered agent;

5. If the current registered agent is to be changed, the name of the new registered agent; and

6. That after the change or changes are made, the domestic or foreign limited partnership will be in compliance with the requirements of § 50-73.4.

B. A statement of change shall forthwith be filed with the Commission by a domestic or foreign limited partnership whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 50-73.4.

C. Except as provided in subsection D, a statement of change shall be executed on behalf of a domestic or foreign limited partnership by a general partner or a liquidating trustee or, if there are no general partners or liquidating trustees, by a limited partner.

D. A domestic or foreign limited partnership's registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A domestic or foreign limited partnership's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 50-73.4. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the domestic or foreign limited partnership on or before the business day following the day on which the statement is filed.

1985, c. 607; 1987, c. 702; 1991, c. 225; 2003, c. 597; 2007, c. 631; 2010, c. 675.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.50. Judicial dissolution.
A. On application by or for a partner, the circuit court of the locality in which the registered office is located may decree dissolution of a limited partnership if it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

B. When the winding up of the affairs of the limited partnership has been completed, the court shall so advise the Commission, which shall enter an order of cancellation of the limited partnership's existence.

1985, c. 607; 1987, c. 702; 2008, c. 586.

Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 50-73.51. Winding up.
A. The winding up of a limited partnership shall be completed when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners.

B. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person or persons approved by the limited partners, or if there is more than one class of limited partners, then as approved by each such class, by the affirmative vote of limited partners holding more than 50 percent of the then current interests in the profits of the limited partnership owned by all limited partners or by the limited partners in each class, as appropriate, may wind up the limited partnership's affairs; however, the circuit court of the locality in which the registered office is located, on cause shown, may wind up the limited partnership's affairs on application of any partner, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.

C. Upon dissolution of a limited partnership and until the effective date of a certificate of cancellation filed pursuant to § 50-73.52:4, the liquidating trustees, in the name and on behalf of the limited partnership, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited partnership's business, (iii) dispose of and convey the limited partnership's property, (iv) discharge or make reasonable provision for the limited partnership's liabilities, and (v) distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.

1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 188; 2008, c. 586.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under § 50-73.36 or § 50-73.39;

2. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under § 50-73.36 or § 50-73.39; and

3. Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

1985, c. 607.
Code of Virginia — Title 50 (Partnerships), Chapter 2.1 (VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT)
§ 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 partnership shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:

1. Provide a reasonable description of the claim that the claimant may be entitled to assert;

2. State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;

3. Provide a mailing address where a claim may be sent;

4. State a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved limited partnership; and

5. State that, except to the extent that any claim is admitted, the claim will be barred if written confirmation of the claim is not delivered by the deadline.

C. A claim against the dissolved limited partnership is barred to the extent that it is not admitted:

1. If the dissolved limited partnership delivered written notice to the claimant in accordance with subsection B and the claimant does not deliver written confirmation of the claim to the dissolved limited partnership by the deadline; or

2. If the dissolved limited partnership delivered written notice to the claimant that its claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the delivery of written confirmation of the claim to the dissolved limited partnership.

D. For purposes of this section, "claim" does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B.

E. If a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or still may be occurring.

2004, c. 601.