reglab/housing_qa huggingface dataset:
VA Code § 50-73.12 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act|§ 50-73.12. 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 partnership;2. The date of filing of the initial certificate of limited partnership; and3. The amendment to the certificate.B. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:1. The admission of a new general partner;2. The withdrawal of a general partner;3. The continuation of the business under § 50-73.49 after an event of withdrawal of a general partner;4. A change in the name of the limited partnership or the address of the principal office; or5. One or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee.C. A general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.E. An amendment to a certificate of limited partnership may delete the name of the initial registered agent or the address of the initial registered office if a statement of change described in § 50-73.5 is on file with the Commission.F. If an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier.G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.H. A liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section.I. Upon the effective date and time of a certificate of amendment as provided by § 50-73.17, the certificate of limited partnership shall be amended as set forth therein.1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631; 2008, c. 586; 2010, c. 675.
VA Code § 50-73.15 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act|§ 50-73.15. Execution of documents; penalty

A. Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner:1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;2. A certificate of amendment shall be signed (i) by at least one general partner or, if all general partners have withdrawn and all of the limited partners agree to continue the business of the limited partnership pursuant to subdivision A 3 of § 50-73.49, by all limited partners, and by each person designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and4. Articles of merger shall be signed by at least one general partner.B. Every person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he signs. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.C. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. Any person who violates the provisions of this subsection shall be guilty of a Class 1 misdemeanor.D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631; 2008, c. 586; 2010, c. 675; 2013, c. 18.
VA Code § 50-73.16 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act|§ 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 the failure or refusal, may petition any circuit court, with general equity jurisdiction in the city or county where the office of the registered agent is located, to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the plaintiff to prepare and file with the Commission an appropriate certificate.1985, c. 607; 1987, c. 702.
VA Code § 50-73.18 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act|§ 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 damages for the loss from:1. Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false in any material respect at the time the certificate was executed; and2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to cancel or amend the certificate, or to file a petition for its cancellation or amendment under § 50-73.16 before the statement was reasonably relied upon.1985, c. 607; 1987, c. 702.
VA Code § 50-73.19 (2021)
2021 Code of Virginia|Title 50 - Partnerships|Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act|§ 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 Act, Chapter 2 (§ 50-44 et seq.) of this title, as it existed prior to its repeal, is notice that the partnership is a limited partnership and that a person designated as a general partner is a general partner, but shall not be deemed to be notice of any other fact.1985, c. 607; 1987, c. 702.
VA Code § 50-73.20 (2021)
2021 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.
VA Code § 50-73.21 (2021)
2021 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.
VA Code § 50-73.22:1 (2021)
2021 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; or2. 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; and2. 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.
VA Code § 50-73.23 (2021)
2021 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.
VA Code § 50-73.25 (2021)
2021 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; or2. 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.
VA Code § 50-73.26 (2021)
2021 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; and2. 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.
VA Code § 50-73.27 (2021)
2021 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.
VA Code § 50-73.28 (2021)
2021 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; or10. 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.
VA Code § 50-73.29 (2021)
2021 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.
VA Code § 50-73.30 (2021)
2021 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.
VA Code § 50-73.31 (2021)
2021 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.
VA Code § 50-73.32 (2021)
2021 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.
VA Code § 50-73.33 (2021)
2021 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.
VA Code § 50-73.34 (2021)
2021 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.
VA Code § 50-73.35 (2021)
2021 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.
VA Code § 50-73.36 (2021)
2021 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.
VA Code § 50-73.37 (2021)
2021 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.
VA Code § 50-73.38 (2021)
2021 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.
VA Code § 50-73.39:1 (2021)
2021 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.