reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.52:2. Other claims against dissolved limited partnership

A. A dissolved limited partnership may also publish notice of its dissolution and request that persons with claims against the dissolved limited 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 limited 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; and
3. State that a claim against the dissolved limited 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 limited 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 limited 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 § 50-73.52:1;
2. A claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
3. A claimant whose claim does not meet the definition of a claim in subsection D of § 50-73.52:1.
D. A claim that is not barred by subsection C of § 50-73.52:1 or subsection C of § 50-73.52:2 may be enforced:
1. Against the dissolved limited partnership, to the extent of its undistributed assets; or
2. Except as provided in subsection D of § 50-73.52:3, if the assets have been distributed in liquidation, against a partner of the dissolved limited partnership to the extent of the partner's pro rata share of the claim or the limited 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.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.52:3. Court proceedings

A. A dissolved limited partnership that has published a notice under § 50-73.52:2 may file an application with the circuit court of the city or county where the dissolved limited 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 limited 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 limited 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 § 50-73.52:2.
B. Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved limited partnership to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved limited 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 limited partnership.
D. Provision by the dissolved limited partnership for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved limited partnership's obligations with respect to claims that do not meet the definition of a claim in subsection D of § 50-73.52:1, and such claims may not be enforced against a partner who received assets in liquidation.
2006, c. 912.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.52:4. Certificate of cancellation

A. When the affairs of a limited partnership have been wound up pursuant to § 50-73.51, it shall file a certificate of cancellation with the Commission. The certificate shall set forth:
1. The name of the limited partnership;
2. The effective date of its certificate of limited partnership;
3. The reason for filing the certificate of cancellation;
4. A statement that the limited partnership has completed the winding up of its affairs; and
5. Any other information the partners determine to include therein.
B. If the Commission finds that the certificate of cancellation complies with the requirements of law and that all required fees have been paid, it shall file the certificate of cancellation, canceling the limited partnership's existence. Upon the effective date of such certificate, the existence of the limited partnership shall cease, except for the purpose of suits, other proceedings, and appropriate actions by general partners and limited partners as provided in this chapter.
2008, c. 586.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.52:5. Automatic cancellation of limited partnership existence

A. Whether or not the notice described in subsection B of § 50-73.69 is mailed, if any limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.
B. If any limited partnership whose registered agent has filed with the Commission a statement of resignation pursuant to § 50-73.6 fails to file a statement of change pursuant to § 50-73.5 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited partnership of impending cancellation of its existence. If the limited partnership fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited partnership shall be automatically canceled as of that day.
C. The properties and affairs of a limited partnership whose existence has been canceled pursuant to this section shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.
D. No partner or other agent of a limited partnership shall have any personal obligation for any liabilities of the limited partnership, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the limited partnership's existence pursuant to this section.
2008, c. 586; 2013, c. 18.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.52:6. Involuntary cancellation of limited partnership existence

A. The existence of a limited partnership may be canceled involuntarily by order of the Commission when it finds that the limited partnership has:
1. Continued to exceed or abuse the authority conferred on it by law;
2. Failed to maintain a registered office or a registered agent in the Commonwealth as required by law;
3. Failed to file any document required by this chapter to be filed with the Commission; or
4. Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its partners constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the limited partnership giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The properties and affairs of a limited partnership whose existence has been canceled pursuant to this section shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.
D. Any limited partnership convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A limited partnership whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.
2008, c. 586; 2009, c. 167.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist

A. A limited partnership that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Commission (i) entered pursuant to subdivision A 1 of § 50-73.52:6 or (ii) entered pursuant to § 50-73.50 and the circuit court's decree directing dissolution contains no provision for reinstatement of the existence of the limited partnership.
B. To have the certificate of limited partnership reinstated, a limited partnership shall provide the Commission with the following:
1. An application for reinstatement signed by a general partner of the limited partnership or, if there are no general partners, a limited partner, which may be in the form of a letter;
2. A reinstatement fee of $100;
3. All annual registration fees required by § 50-73.67 and penalties that were due before the certificate of limited partnership was canceled and that would have been assessed or imposed to the date of reinstatement if the limited partnership's certificate of limited partnership had not been canceled;
4. If the name of the limited partnership does not comply with the provisions of § 50-73.2 at the time of reinstatement, an amendment to the certificate of limited partnership to change the limited partnership's name to a name that satisfies the provisions of § 50-73.2, with the fee required by this chapter for the filing of an amendment to the certificate of limited partnership; and
5. If the limited partnership's registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 50-73.5.
C. If the limited partnership complies with the provisions of this section, the Commission shall enter an order of reinstatement of existence. Upon entry of the order, the existence of the limited partnership shall be deemed to have continued from the date of the cancellation as if cancellation had never occurred, and any liability incurred by the limited partnership or a partner or other agent after the cancellation and before the reinstatement is determined as if cancellation of the limited partnership's existence had never occurred.
2008, c. 586.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.53. Authority to transact business required; governing law

A. A foreign limited partnership may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.
B. Subject to the Constitution of this Commonwealth, (i) the laws of the state or other jurisdiction under which a foreign limited partnership is formed govern its formation and internal affairs and the liability of its limited partners, and (ii) a foreign limited partnership may not be denied a certificate of registration by reason of any difference between those laws and the laws of this Commonwealth. However, a foreign limited partnership holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges than a domestic limited partnership. The certificate of registration shall not be deemed to authorize the foreign limited partnership to exercise any of its powers or purposes that a domestic limited partnership is forbidden by law to exercise in the Commonwealth.
1985, c. 607; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.56. Name

A. No certificate of registration shall be issued to a foreign limited partnership unless the name of such limited partnership satisfies the requirements of § 50-73.2. If the name of a limited partnership does not satisfy the requirements of § 50-73.2, in order to obtain or maintain a certificate of registration:
1. The foreign limited partnership may add to its name for use in this Commonwealth the words "limited partnership" or "a limited partnership," or the abbreviation "L.P." or "LP," or, in the case of a limited partnership that is also registered as a foreign limited liability partnership in Virginia, a word, abbreviation or designation to bring its name into compliance with the requirements of clause (ii) of subdivision A 2 of § 50-73.78; or
2. If its real name is unavailable, the foreign limited partnership may use a designated name that is available and that satisfies the requirements of § 50-73.2 if it informs the Commission of the designated name.
B. No foreign limited partnership registered with the Commission under this article which is conducting or transacting business in this Commonwealth under the designated name of the partnership set forth in the application for registration filed pursuant to § 50-73.54, 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.
C. A foreign limited partnership that is registered with the Commission prior to July 1, 2002, under a name other than the name under which it is registered in its state or other jurisdiction of formation may continue to be so registered until the name in its application for registration is amended or its certificate of registration is canceled.
1985, c. 607; 1990, c. 343; 2002, c. 441.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.57. Amendments; amended applications for registration

A. Whenever the certificate of limited partnership or, if there is no such certificate, partnership agreement or other constituent document of a foreign limited partnership that is registered to transact business in the Commonwealth is amended or corrected, the foreign limited partnership shall promptly file with the Commission a copy of the amendment or correction duly authenticated by the Secretary of State or other official having custody of the limited partnership records in the state or other jurisdiction of its formation.
B. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file with the Commission an amended application for registration, executed by a general partner, amending such statement or information. The amended application for registration shall be made on a form prescribed and furnished by the Commission.
1985, c. 607; 1993, c. 292; 2003, c. 370; 2008, c. 586.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.57:1. Liability for false statement in application

If any application for registration filed pursuant to this article 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 application, 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 application was executed; and
2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the application has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to cancel or amend the application before the statement was reasonably relied upon.
1990, c. 343.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.57:3. Entity conversion of foreign limited partnership registered to transact business in Commonwealth

A. Whenever a foreign limited partnership registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the instrument of entity conversion duly authenticated by the Secretary of State or other official having custody of limited partnership records in the state or other jurisdiction under whose laws such entity conversion was effected; and
1. If the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership, then, within 30 days after such entity conversion, it shall comply on behalf of the predecessor limited partnership with the provisions of § 50-73.58; or
2. If the surviving or resulting entity is a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.
B. Upon the entity conversion of a foreign limited partnership that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited partnership shall pass to the surviving or resulting entity except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.
2004, c. 274.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.58:1. Automatic cancellation of certificate of registration

A. Whether or not the notice described in subsection B of § 50-73.69 is mailed, if any foreign limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, such foreign limited partnership shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day.
B. If any foreign limited partnership whose registered agent has filed with the Commission a statement of resignation pursuant to § 50-73.6 fails to file a statement of change pursuant to § 50-73.5 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited partnership of impending cancellation of its certificate of registration. If the limited partnership fails to file the statement of change as of the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the certificate shall be automatically canceled as of that day.
C. The automatic cancellation of a foreign limited partnership's certificate of registration constitutes the appointment of the clerk of the Commission as the foreign limited partnership's agent for service of process in any proceeding based on a cause of action arising during the time the foreign limited partnership was registered to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign limited partnership and shall be made on the clerk in accordance with § 12.1-19.1.
D. Cancellation of a foreign limited partnership's certificate of registration does not terminate the authority of the registered agent of the foreign limited partnership.
2008, c. 586; 2013, c. 18.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.58:2. Involuntary cancellation of certificate of registration

A. The certificate of registration to transact business in the Commonwealth of any foreign limited partnership may be canceled involuntarily by order of the Commission when it finds that the foreign limited partnership:
1. Has continued to exceed or abuse the authority conferred on it by law;
2. Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law;
3. Has failed to file any document required by this chapter to be filed with the Commission;
4. No longer exists under the laws of the state or other jurisdiction of its formation; or
5. Has been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its partners constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.
B. Before entering any such order, the Commission shall issue a rule against the limited partnership giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.
C. The authority of a foreign limited partnership to transact business in the Commonwealth ceases on the date shown on the order canceling its certificate of registration.
D. The Commission's cancellation of a foreign limited partnership's certificate of registration appoints the clerk of the Commission the limited partnership's agent for service of process in any proceeding based on a cause of action arising during the time the limited partnership was authorized to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign limited partnership and shall be made on the clerk in accordance with § 12.1-19.1.
E. Cancellation of a foreign limited partnership's certificate of registration does not terminate the authority of the registered agent of the foreign limited partnership.
F. Any foreign limited partnership convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.
2008, c. 586; 2009, c. 167.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.58:3. Reinstatement of a certificate of registration that has been canceled

A. A foreign limited partnership whose certificate of registration to transact business in the Commonwealth has been canceled may apply to the Commission for reinstatement within five years thereafter unless the cancellation was by order of the Commission entered pursuant to subdivision A 1 of § 50-73.58:2.
B. To have its certificate of registration reinstated, a foreign limited partnership shall provide the Commission with the following:
1. An application for reinstatement signed by a general partner of the foreign limited partnership, or, if there are no general partners, a limited partner, which may be in the form of a letter;
2. A reinstatement fee of $100;
3. All annual registration fees required by § 50-73.67 and penalties that were due before the certificate of registration was canceled and that would have been assessed or imposed to the date of reinstatement if the limited partnership's certificate of registration had not been canceled;
4. A duly authenticated copy of any amendments or corrections made to the certificate of limited partnership or other constituent document of the foreign limited partnership and any mergers entered into by the foreign limited partnership from the date of cancellation of its certificate of registration to the date of its application for reinstatement, with an amended application for registration if required for an amendment or a correction, and all fees required by this chapter for the filing of such instruments;
5. If the name of the foreign limited partnership does not comply with the provisions of § 50-73.56 at the time of reinstatement, an amended application for registration to adopt a designated name for use in the Commonwealth that satisfies the requirements of § 50-73.56, with the fee required by this chapter for the filing of an amended application for registration; and
6. If the foreign limited partnership's registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 50-73.5.
C. If the foreign limited partnership complies with the provisions of this section, the Commission shall enter an order of reinstatement, reinstating the foreign limited partnership's certificate of registration to transact business in the Commonwealth.
2008, c. 586.