reglab/housing_qa huggingface dataset:
VA Code § 50-73.40 (2021)
2021 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.
VA Code § 50-73.41 (2021)
2021 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.
VA Code § 50-73.42 (2021)
2021 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.
VA Code § 50-73.43 (2021)
2021 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.
VA Code § 50-73.44 (2021)
2021 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.
VA Code § 50-73.45 (2021)
2021 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.
VA Code § 50-73.46:1 (2021)
2021 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.
VA Code § 50-73.47 (2021)
2021 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.
VA Code § 50-73.48 (2021)
2021 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.
VA Code § 50-73.48:2 (2021)
2021 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.
VA Code § 50-73.48:3 (2021)
2021 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; and4. 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.
VA Code § 50-73.48:4 (2021)
2021 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; and6. 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.
VA Code § 50-73.48:5 (2021)
2021 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; and5. A statement that the merger is being abandoned in accordance with this section.2021, Sp. Sess. I, c. 487.
VA Code § 50-73.49 (2021)
2021 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; orb. 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; or6. 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.
VA Code § 50-73.50 (2021)
2021 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.
VA Code § 50-73.51 (2021)
2021 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.
VA Code § 50-73.52 (2021)
2021 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; and3. 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.