reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.59. Transaction of business without registration

A. A foreign limited partnership transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.
B. The successor to a foreign limited partnership that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited partnership or its successor has registered in the Commonwealth.
C. The failure of a foreign limited partnership to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of the Commonwealth.
D. A limited partner of a foreign limited partnership is not liable as a general partner of a foreign limited partnership solely by reason of having transacted business in the Commonwealth without registration.
E. Suits, actions, and proceedings may be initiated against a foreign limited partnership that transacts business in the Commonwealth without a certificate of registration by serving process on any general partner or agent of the limited partnership doing such business, or, if none can be found, on the clerk of the Commission or on the limited partnership in any other manner permitted by law. If any foreign limited partnership transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.
1985, c. 607; 2008, c. 523; 2013, c. 18.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.61. Transactions not constituting transacting business

A. The following activities, among others, do not constitute transacting business within the meaning of this article:
1. Maintaining, defending, or settling any proceeding;
2. Holding meetings of its partners or carrying on any other activities concerning its internal affairs;
3. Maintaining bank accounts;
4. Maintaining offices or agencies for the transfer, exchange and registration of the partnership's securities or maintaining trustees or depositaries with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts;
7. Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;
8. Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts;
9. Owning, without more, personal property;
10. Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
11. For a period of less than ninety consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films which are sent outside of the Commonwealth for processing, editing, marketing and distribution; or
12. Serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership which does not otherwise transact business in this Commonwealth.
B. The term "transacting business" as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.
C. The list of activities in subsection A of this section is not exhaustive. This section does not apply in determining the contracts or activities which may subject a foreign limited partnership to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.
1985, c. 607; 1987, c. 305; 1990, c. 343.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.62. Right of action

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor to the same extent that a stockholder may bring an action for a derivative suit under the Stock Corporation Act, Chapter 9 (§ 13.1-601 et seq.) of Title 13.1. Such action may be brought if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the limited partners and the partnership in enforcing the right of the partnership.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.63. Proper plaintiff

In a derivative action, the plaintiff shall be a partner at the time of bringing the action and (i) shall have been a partner at the time of the transaction of which he complains or (ii) his status as a partner shall have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.65. Expenses

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, except as hereinafter provided, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him. On termination of the derivative action, the court may require the plaintiff to pay any defendant's reasonable expenses, including reasonable attorney's fees, incurred in defending the action if it finds that the action was commenced without reasonable cause or the plaintiff did not fairly and adequately represent the interests of the limited partners and the partnership in enforcing the right of the partnership.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.66. Annual registration fees to be assessed and collected by Commission; application of payment

The Commission shall assess and collect the annual registration fees imposed by this chapter. When the Commission receives payment of a registration fee assessed against a domestic or a foreign limited partnership, such payment shall be applied against any unpaid registration fees previously assessed against such limited partnership, including any penalties incurred thereon, beginning with the assessment that has remained unpaid for the longest period of time.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.69. Penalty for failure to timely pay annual registration fee

A. Any domestic or any foreign limited partnership that fails to pay the annual registration fee into the state treasury within the time prescribed in § 50-73.67 shall incur a penalty of $25, which shall be added to the amount of the annual registration fee due. The penalty prescribed herein shall be in addition to any other penalty or liability imposed by law.
B. The Commission shall mail to each domestic and foreign limited partnership that fails to pay the annual registration fee within the time prescribed in § 50-73.67 notice of assessment of the penalty imposed herein and of the impending cancellation of its existence or certificate of registration, as the case may be. A domestic limited partnership whose certificate has been canceled pursuant to this section is dissolved upon cancellation and shall be wound up pursuant to Article 8 (§ 50-73.49 et seq.) of this chapter.
1985, c. 607; 1996, c. 255; 1998, c. 163; 2000, c. 52; 2004, cc. 274, 601; 2008, c. 586.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds

A. The Commission shall not file or issue with respect to any domestic or foreign limited partnership any document or certificate specified in this chapter, except a statement of change pursuant to § 50-73.5 and a statement of resignation pursuant to § 50-73.6, until all fees, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter or Title 12.1 have been paid by or on behalf of such limited partnership. Notwithstanding the foregoing, the Commission may file or issue any document or certificate with respect to a domestic or foreign limited partnership that has been assessed an annual registration fee if the document or certificate is filed or issued with an effective date that is on or before the due date of the limited partnership's annual registration fee payment in any year, provided that the Commission shall not issue a certificate of conversion with respect to a domestic limited partnership that will become a domestic stock corporation until the annual registration fee has been paid by or on behalf of the limited partnership.
B. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collected for a document that is not accepted for filing, at any time within one year from the date of its payment.
1985, c. 607; 2002, c. 441; 2004, c. 316; 2006, c. 659; 2007, c. 810; 2021, Sp. Sess. I, c. 487.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.71. Collection by suit and of unpaid bills

The provisions of §§ 13.1-775.1 and 58.1-2814, so far as they are applicable, shall apply to the annual registration fees and penalties imposed by this chapter.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.75. Rules for cases not provided for in this chapter

In any case not provided for in this chapter the provisions of the Uniform Partnership Act Chapter 2.2 (§ 50-73.79 et seq.) shall govern.
1985, c. 607; 1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.76:1. Property title records

A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign limited partnership has changed or corrected its name, merged into a domestic or foreign corporation, limited liability company, business trust, limited partnership or partnership, converted into a domestic or foreign corporation, limited liability company, business trust or partnership, or domesticated in or from another jurisdiction, the clerk of the Commission, upon request, shall issue a certificate reciting such change, correction, merger, conversion or domestication. The certificate may be admitted to record in the deed books, in accordance with § 17.1-227, of any clerk's office within the jurisdiction of which any property of the limited partnership is located in order to maintain the continuity of title records. The person filing the certificate shall pay a fee of $10 to the clerk of the court, but no tax shall be due thereon.
B. Whenever a foreign limited partnership has changed or corrected its name, merged into a corporation, limited liability company, business trust, limited partnership or partnership, converted into another type of business entity, or domesticated in another jurisdiction, and it cannot or chooses not to obtain a certificate reciting such change, correction, merger, conversion or domestication from the clerk of the Commission pursuant to subsection A, a similar certificate by any competent authority of the foreign limited partnership's jurisdiction of formation may be admitted to record in the deed books, in accordance with § 17.1-227, of any clerk's office within the jurisdiction of which any property of the limited partnership is located in order to maintain the continuity of title records. The person filing the certificate shall pay a fee of $10 to the clerk of the court, but no tax shall be due thereon.
2007, c. 771.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.78. Limited partnership as registered limited liability partnership

A. A limited partnership is a registered limited liability partnership as well as a limited partnership if it:
1. Registers as a limited liability partnership as provided in § 50-73.132 of the Virginia Uniform Partnership Act (§ 50-73.79 et seq.), as permitted by its written partnership agreement or, if its written partnership agreement is silent, with the consent of partners required to amend its written partnership agreement, provided that, notwithstanding the provisions of subsection C of § 50-73.83, a statement of registration as a limited liability partnership filed by a limited partnership shall be executed by any one or more authorized general partners; and
2. Has a name that either: (i) complies with the requirements of clause (i) of subsection A of § 50-73.2 and subsection A of § 50-73.133 or (ii) contains the words "Registered Limited Liability Limited Partnership" or "Limited Liability Limited Partnership" or the abbreviation "R.L.L.L.P." or "L.L.L.P." or the designation "RLLLP" or "LLLP."
B. In applying § 50-73.132 to a limited partnership, all references to partners mean general partners.
C. If a limited partnership is a registered limited liability partnership, § 50-73.96 applies to its general partners and to any of its limited partners who, under other provisions of this chapter, are liable for the debts or obligations of the partnership.
D. If a limited partnership is a registered limited liability partnership, except to the extent that the provisions of this section and Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 make a distinction between a domestic partnership and a limited partnership, the provisions of Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 shall apply to a limited partnership to the same extent that such provisions apply to a domestic partnership that has registered for status as a registered limited liability partnership.
1995, c. 116; 1996, c. 292; 1998, c. 163; 2007, c. 631; 2012, c. 63.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.80. Knowledge and notice

A. A person knows a fact if the person has actual knowledge of it.
B. A person has notice of a fact if the person:
1. Knows of it;
2. Has received a notification of it; or
3. Has reason to know it exists from all of the facts known to the person at the time in question.
C. A person notifies or gives a notification to another by taking steps reasonably calculated to inform the other person in ordinary course, whether or not the other person learns of it.
D. A person receives a notification when the notification:
1. Comes to the person's attention; or
2. Is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
E. Except as otherwise provided in subsection F, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
F. A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.81. Effect of partnership agreement; nonwaivable provisions

A. Except as otherwise provided in subsection B, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
B. The partnership agreement may not:
1. Vary the rights and duties in § 50-73.83 except to eliminate the duty to provide copies of statements to all of the partners;
2. Unreasonably restrict the right of access to books and records in subsection B of § 50-73.101;
3. Eliminate the obligation of good faith and fair dealing in subsection D of § 50-73.102, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
4. Vary the power to dissociate as a partner in subsection A of § 50-73.110, except to require the notice in subdivision 1 of § 50-73.109 to be in writing;
5. Vary the right of a court to expel a partner in the events specified in subdivision 5 of § 50-73.109;
6. Vary the requirement to wind up the partnership business in cases specified in subdivisions 4, 5 or 6 of § 50-73.117;
7. Restrict rights of third parties under this chapter without the consent of those third parties; or
8. Vary the law applicable to registered limited liability partnerships as set forth in subsection B of § 50-73.84.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.82. Supplemental principles of law

A. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
B. If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in § 6.2-302.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.84. Law governing internal relations

A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership.
B. The law of this Commonwealth shall govern relations among the partners and between the partners and the partnership, and the liability of partners for debts, obligations and liabilities chargeable to the partnership, in a partnership that has filed a statement of registration as a registered limited liability partnership in this Commonwealth.
C. Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406 and 8.9A-408, do not apply to any interest in a partnership, including all rights, powers, and interests arising under the partnership agreement of a partnership, Chapter 2.1 (§ 50-73.1 et seq.) of this title, or this chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and is expressly intended to permit the enforcement as a fundamental matter of contract among the partners of a partnership of any provision of a partnership agreement that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code.
1996, c. 292; 2003, c. 340; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.85. Transactions between partner and partnership

A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.88. Formation of partnership

A. Except as otherwise provided in subsection B, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
B. An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
C. In determining whether a partnership is formed, the following rules apply:
1. Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
2. The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
3. A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
a. Of a debt by installments or otherwise;
b. For services as an independent contractor or of wages or other compensation to an employee;
c. Of rent;
d. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;
e. Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
f. For the sale of the goodwill of a business or other property by installments or otherwise.
D. Each person to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner and may receive a partnership interest in the partnership without making a contribution or being obligated to make a contribution to the partnership. Each person to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner without acquiring a transferable interest in the partnership. Nothing contained in this subsection shall affect a partner's liability under § 50-73.96.
1996, c. 292; 2015, c. 616.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.90. When property is partnership property

A. Property is partnership property if acquired in the name of:
1. The partnership; or
2. One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
B. Property is acquired in the name of the partnership by a transfer to:
1. The partnership in its name; or
2. One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
C. Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
D. Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.91. Partner agent of partnership

Subject to the effect of a statement of partnership authority under § 50-73.93:
1. Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
2. An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.92. Transfer of partnership property

A. Partnership property may be transferred as follows:
1. Subject to the effect of a statement of partnership authority under § 50-73.93, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
2. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
3. Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
B. A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under § 50-73.91 and:
1. As to a subsequent transferee who gave value for property transferred under subdivisions A 1 or A 2, proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
2. As to a transferee who gave value for property transferred under subdivision A 3, proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
C. A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection B, from any earlier transferee of the property.
D. If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.94. Statement of denial

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection B of § 50-73.93 may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in subsections D and E of § 50-73.93.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.95. Partnership liable for partner's actionable conduct

A. A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
B. If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.96. Partner's liability

A. Except as otherwise provided in subsection B or subsection C, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
B. A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
C. A person is not, solely by reason of being a partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment or otherwise, for debts, obligations or liabilities of, or chargeable to, the partnership, whether sounding in tort, contract or otherwise, that are incurred, created or assumed by the partnership while the partnership is a registered limited liability partnership.
D. A person is not, solely by reason of being a partner, a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover damages, collect the debts or liabilities or enforce the obligations of the partnership with respect to which the partner is not liable under subsection C.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.97. Actions by and against partnership and partners

A. A partnership may sue and be sued in the name of the partnership.
B. An action may be brought against the partnership and, except as provided in § 50-73.96, against any or all of the partners in the same action or in separate actions.
C. A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
D. A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:
1. The claim is for a debt, obligation or liability for which the partner is liable as provided in § 50-73.96 and either:
a. A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
b. The partnership is a debtor in bankruptcy;
c. The partner has agreed that the creditor need not exhaust partnership assets; or
d. A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
2. Liability is imposed on the partner by law or contract independent of the existence of the partnership.
E. This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under § 50-73.98.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.98. Liability of purported partner

A. If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
B. If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
C. A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
D. A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
E. Except as otherwise provided in subsections A and B, persons who are not partners as to each other are not liable as partners to other persons.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.99. Partner's rights and duties

A. Each partner is deemed to have an account that is:
1. Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
2. Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
B. Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
C. A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; however, no person shall be required as a consequence of the indemnification to make any payment to the extent that the payment would be inconsistent with subsections B and C of § 50-73.96.
D. A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
E. A payment or advance made by a partner which gives rise to a partnership obligation under subsections C or D constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
F. Each partner has equal rights in the management and conduct of the partnership business.
G. A partner may use or possess partnership property only on behalf of the partnership.
H. A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
I. A person may become a partner only with the consent of all of the partners.
J. A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
K. This section does not affect the obligations of a partnership to other persons under § 50-73.91.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.101. Partner's rights and duties with respect to information

A. A partnership shall keep its books and records, if any, at its principal office.
B. A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
C. Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
1. Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
2. On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
1996, c. 292; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.102. General standards of partner's conduct

A. The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.
B. A partner's duty of loyalty to the partnership and the other partners is limited to the following:
1. To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
2. To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
3. To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
C. A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
D. A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
E. A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
F. This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.103. Actions by partnership and partners

A. A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
B. A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
1. Enforce that partner's rights under the partnership agreement;
2. Enforce that partner's rights under this chapter, including:
a. That partner's rights under §§ 50-73.99, 50-73.101, or § 50-73.102;
b. That partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to § 50-73.112 or enforce any other right under Article 6 or Article 7; or
c. That partner's right to compel a dissolution and winding up of the partnership business under § 50-73.117 or enforce any other right under Article 8; or
3. Enforce the rights and otherwise protect the interests of that partner, including rights and interests arising independently of the partnership relationship.
C. The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.104. Continuation of partnership beyond definite term or particular undertaking

A. If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
B. If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.107. Transfer of partner's transferable interest

A. A transfer, in whole or in part, of a partner's transferable interest in the partnership:
1. Is permissible;
2. Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
3. Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
B. A transferee of a partner's transferable interest in the partnership has a right:
1. To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
2. To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
3. To seek under subdivision 6 of § 50-73.117 a judicial determination that it is equitable to wind up the partnership business.
C. In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
D. Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
E. A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer.
F. A transfer of a partner's transferable interest in the partnership in violation of a restriction or prohibition on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.108. Partner's transferable interest subject to charging order

A. On application by a judgment creditor of a partner or of a partner's transferee, 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 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 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 transferee may satisfy a judgment out of the judgment debtor's transferable interest in the 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 partnership.
1996, c. 292; 2006, c. 912.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.110. Partner's power to dissociate; wrongful dissociation

A. A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to subdivision 1 of § 50-73.109.
B. A partner's dissociation is wrongful only if:
1. It is in breach of an express provision of the partnership agreement; or
2. In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
a. The partner withdraws by express will, unless the withdrawal follows within 90 days after another partner's dissociation by death or otherwise under subdivisions 6 through 10 and 12 of § 50-73.109 or wrongful dissociation under this subsection;
b. The partner is expelled by judicial determination under subdivision 5 of § 50-73.109;
c. The partner is dissociated under subdivision 6 of § 50-73.109; or
d. In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
C. A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.111. Effect of partner's dissociation

A. If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies.
B. Upon a partner's dissociation:
1. The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in § 50-73.119;
2. The partner's duty of loyalty under subdivision B 3 of § 50-73.102 terminates; and
3. The partner's duty of loyalty under subdivisions B 1 and B 2 of § 50-73.102 and duty of care under subsection C of § 50-73.102 continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to § 50-73.119.
1996, c. 292.