reglab/housing_qa huggingface dataset:
VA Code § 50-73.123 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B.B. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account that is attributable to an obligation for which the partner is liable under § 50-73.96.C. If a partner fails or is not obligated to contribute, each other partner shall contribute, in the proportion in which that partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations for which the partner is liable under § 50-73.96.D. A partner or partner's legal representative may recover from the other partners any contributions on account of obligations for which the other partners are liable under § 50-73.96 that the partner or legal representative makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner or legal representative is personally liable under § 50-73.96.E. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations for which the partner is liable under § 50-73.96 and that were not known at the time of the settlement.F. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.G. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.1996, c. 292.
VA Code § 50-73.124 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 in a limited partnership."Limited partnership" means a limited partnership created under the Virginia Revised Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction."Partner" includes both a general partner and a limited partner.1996, c. 292.
VA Code § 50-73.126 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all of the partners.C. After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.D. The conversion takes effect when the certificate of limited partnership is canceled.E. A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Subject to § 50-73.96, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.1996, c. 292.
VA Code § 50-73.127 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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. When a conversion takes effect:1. All property owned by the converting limited partnership remains vested in the resulting partnership;2. All obligations of the converting limited partnership continue as obligations of the resulting partnership; and3. An action or proceeding pending against the converting limited partnership may be continued as if the conversion had not occurred.1996, c. 292; 2007, c. 631.
VA Code § 50-73.129 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 the surviving entity, ceases;2. All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;3. All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and4. An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.B. The clerk of the Commission is the agent for service of process in an action or proceeding against a surviving foreign partnership, limited partnership, limited liability company or corporation to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly file with the Commission the mailing address of its principal office and of any change of address. Service on the surviving foreign partnership or limited partnership shall be made on the clerk of the Commission in accordance with § 12.1-19.1.C. Subject to § 50-73.96, a partner of the surviving partnership or limited partnership is liable for:1. All obligations of a party to the merger for which the partner was personally liable before the merger;2. All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and3. All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.D. If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, as provided in § 50-73.123 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.E. A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under § 50-73.112 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under § 50-73.113 by an act of a general partner dissociated under this subsection, and the partner is liable under § 50-73.114 for transactions entered into by the surviving entity after the merger takes effect.1996, c. 292; 2007, c. 631.
VA Code § 50-73.131 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 50-73.131. Statement of merger

A. After a plan of merger is approved, the surviving partnership or limited partnership shall file with the Commission a statement of merger on behalf of the partnerships that have filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership that is not canceled.B. A statement of merger executed by each party to the merger shall contain:1. The name of each partnership or limited partnership that is a party to the merger;2. The name of the surviving entity into which the other partnerships or limited partnership were merged;3. The identification number issued by the Commission to each partnership that has filed a statement of partnership authority that has not been canceled;4. The street address of the surviving entity's principal office and of an office in this Commonwealth, if any; and5. Whether the surviving entity is a partnership or a limited partnership.C. Except as otherwise provided in subsection D, for the purposes of § 50-73.92, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.D. For the purposes of § 50-73.92, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.E. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection C of § 50-73.83, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection B, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections C and D.1996, c. 292; 2000, c. 58; 2003, c. 567; 2007, c. 631; 2013, c. 18.
VA Code § 50-73.133 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 Partnership" or the abbreviation "R.L.L.P." or "L.L.P." or the designation "RLLP" or "LLP."B. The name of a limited partnership that is also a registered limited liability partnership shall comply with the requirements of subdivision A 2 of § 50-73.78.1996, c. 292; 1998, c. 163; 2007, c. 631.
VA Code § 50-73.137 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 as a registered limited liability partnership, which shall set forth:1. The name of the registered limited liability partnership;2. The date of filing of the initial statement of registration;3. The effective date (which shall be a date certain) of cancellation of registration if it is not to be effective on the filing of the statement of cancellation, but any effective date other than the date of filing of the statement of cancellation shall be a date subsequent to the filing; and4. Any other information the partners determine to include therein.B. The filing of a statement of cancellation of registration by or on behalf of a partnership pursuant to this section shall be effective only to cancel the partnership's registration as a limited liability partnership, and shall not, unless it specifically so provides, indicate the dissolution of the partnership.C. Cancellation of the registration of a partnership as a registered limited liability partnership shall require the consent of all of the partners in the partnership at the time the statement of cancellation of registration is filed.1996, c. 292.
VA Code § 50-73.137:1 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 partnership's registration as a registered limited liability partnership shall thereupon be automatically canceled unless the certificate of limited partnership was canceled pursuant to a conversion to a partnership under § 50-73.126.B. Whenever the certificate of registration to transact business in this Commonwealth of a foreign limited partnership that is registered as a foreign registered limited liability partnership is canceled, the foreign limited partnership's registration as a foreign registered limited liability partnership shall thereupon be automatically canceled.C. A registered limited liability partnership or foreign registered limited liability partnership that has ceased to be a registered limited liability partnership or a foreign registered limited liability partnership under subsection A or B may restore its status as such by complying with the requirements of subsection E of § 50-73.134.2003, c. 378; 2004, c. 601; 2009, c. 716.
VA Code § 50-73.137:2 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 of the known claims against it by following the procedure described in this section.B. The dissolved registered limited liability 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 registered limited liability partnership; and5. 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 registered limited liability partnership is barred to the extent that it is not admitted:1. If the dissolved registered limited liability partnership delivered written notice to the claimant in accordance with subsection B of this section and the claimant does not deliver written confirmation of the claim to the dissolved registered limited liability partnership by the deadline; or2. If the dissolved registered limited liability 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 registered limited liability 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 of this section.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 of this section, 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.
VA Code § 50-73.137:3 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 request that persons with claims against the dissolved partnership present them in accordance with the notice.B. The notice shall:1. Be published one time in a newspaper of general circulation in the city or county where the dissolved partnership's principal office, or, if none in the Commonwealth, its registered office, is or was last located;2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and3. State that a claim against the dissolved partnership will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of publication of the notice.C. If the dissolved partnership publishes a newspaper notice in accordance with subsection B, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved partnership prior to the earlier of the expiration of any applicable statute of limitations or three years after the publication date of the newspaper notice:1. A claimant who was not given written notice under § 50-73.137:2;2. A claimant whose claim was timely sent to the dissolved partnership but not acted on; and3. A claimant whose claim does not meet the definition of a claim in subsection D of § 50-73.137:2.D. A claim that is not barred by subsection C of § 50-73.137:2 or subsection C of § 50-73.137:3 may be enforced:1. Against the dissolved partnership, to the extent of its undistributed assets; or2. Except as provided in subsection D of § 50-73.137:4, if the assets have been distributed in liquidation, against a partner of the dissolved partnership to the extent of the partner's pro rata share of the claim or the partnership assets distributed to the partner in liquidation, whichever is less, but a partner's total liability for all claims under this section may not exceed the total amount of assets distributed to the partner.2006, c. 912.
VA Code § 50-73.137:4 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 or county where the dissolved partnership's principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved partnership, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 50-73.137:3.B. Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved partnership to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved partnership.C. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved partnership.D. Provision by the dissolved partnership for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved partnership's obligations with respect to claims that do not meet the definition of a claim in subsection D of § 50-73.137:2, and such claims may not be enforced against a partner who received assets in liquidation.2006, c. 912.
VA Code § 50-73.139 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 of cancellation of registration as a foreign registered limited liability partnership that shall set forth:1. The name of the foreign registered limited liability partnership and the state or other jurisdiction under whose jurisdiction it was registered as a limited liability partnership and the laws of which govern the agreement pursuant to which it was formed;2. That the foreign registered limited liability partnership is not transacting business in this Commonwealth and that it surrenders its registration to transact business in this Commonwealth;3. That the foreign registered limited liability partnership revokes the authority of its registered agent in this Commonwealth to accept service of process and appoints the clerk of the Commission as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was authorized to transact business in this Commonwealth; and4. A mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 3.1996, c. 292.
VA Code § 50-73.140 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.2 - Virginia Uniform Partnership Act|§ 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 a registered agent in this Commonwealth as required in § 50-73.135 shall not impair the validity of any contract or act of the foreign registered limited liability partnership and shall neither prevent the foreign registered limited liability partnership from defending any action or proceeding in any court of this Commonwealth nor affect the application of the laws of the jurisdiction governing the agreement under which it was formed as provided in subsection E of § 50-73.141, but the foreign registered limited liability partnership may not maintain any action or proceeding in any court of this Commonwealth until it has filed an application for registration. A foreign registered limited liability partnership, by transacting business in this Commonwealth without registration, appoints the clerk of the Commission as its agent for service of process with respect to causes of action arising out of the transaction of business in this Commonwealth. Service on that foreign registered limited liability partnership shall be made on the clerk of the Commission in accordance with § 12.1-19.1.1996, c. 292.