reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.113. Dissociated partner's power to bind partnership

A. For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the partnership under § 50-73.91 before dissociation only if at the time of entering into the transaction the other party:
1. Reasonably believed that the dissociated partner was then a partner;
2. Did not have notice of the partner's dissociation; and
3. Is not deemed to have had knowledge under subsection E of § 50-73.93 or notice under subsection C of § 50-73.115.
B. A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection A.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.114. Dissociated partner's liability to other persons

A. A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection B.
B. A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9, within one year after the partner's dissociation, only if the obligation is one for which he would be liable under § 50-73.96 if he were a partner and at the time of entering into the transaction the other party:
1. Reasonably believed that the dissociated partner was then a partner;
2. Did not have notice of the partner's dissociation; and
3. Is not deemed to have had knowledge under subsection E of § 50-73.93 or notice under subsection C of § 50-73.115.
C. By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
D. A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.115. Statement of dissociation

A. A dissociated partner 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 or a partnership that has filed a statement of partnership authority that has not been canceled may file a statement of dissociation stating the name of the partnership, the identification number issued by the Commission to the partnership, and that the partner is dissociated from the partnership.
B. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of subsections D and E of § 50-73.93.
C. For the purposes of subdivision A 3 of § 50-73.113 and subdivision B 3 of § 50-73.114, a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed.
1996, c. 292; 2003, c. 567.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.116. Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.117. Events causing dissolution and winding up of partnership business

A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:
1. In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under subdivisions 2 through 12 of § 50-73.109, of that partner's express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, the date of notice;
2. In a partnership for a definite term or particular undertaking:
a. Within 90 days after a partner's dissociation by death or otherwise under subdivisions 6 through 12 of § 50-73.109 or wrongful dissociation under subsection B of § 50-73.110, the express will of at least one half of the remaining partners to wind up the partnership's business, for which purpose a partner's rightful dissociation pursuant to subdivision B 2 a of § 50-73.110 constitutes the expression of that partner's will to wind up the partnership business;
b. The express will of all of the partners to wind up the partnership business; or
c. The expiration of the term or the completion of the undertaking;
3. An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
4. An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
5. On application by a partner, a judicial determination that:
a. The economic purpose of the partnership is likely to be unreasonably frustrated;
b. Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
c. It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
6. On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
a. After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
b. At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
1996, c. 292; 2006, c. 912.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.118. Partnership continues after dissolution

A. Subject to subsection B, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
B. At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
1. The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
2. The rights of a third party accruing under subdivision 1 of § 50-73.120 or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.119. Right to wind up partnership business

A. After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up.
B. The legal representative of the last surviving partner may wind up a partnership's business.
C. A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to § 50-73.123, settle disputes by mediation or arbitration, and perform other necessary acts.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.120. Partner's power to bind partnership after dissolution

Subject to § 50-73.121, a partnership is bound by a partner's act after dissolution that:
1. Is appropriate for winding up the partnership business; or
2. Would have bound the partnership under § 50-73.91 before dissolution, if the other party to the transaction did not have notice of the dissolution.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.121. Statement of dissolution

A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution for a partnership that has filed a statement of partnership authority that has not been canceled stating the name of the partnership, the identification number issued by the Commission to the partnership, and that the partnership has dissolved and is winding up its business.
B. A statement of dissolution cancels a filed statement of partnership authority for the purposes of subsection D of § 50-73.93 and is a limitation on authority for the purposes of subsection E of § 50-73.93.
C. For the purposes of §§ 50-73.91 and 50-73.120, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.
D. After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in subsections D and E of § 50-73.93 in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
1996, c. 292; 2003, c. 567.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.122. Partner's liability to other partners after dissolution

A. Except as otherwise provided in subsection B of this section or in subsection C of § 50-73.96, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 50-73.120.
B. A partner who, with knowledge of the dissolution, causes the partnership to incur a liability under subdivision 2 of § 50-73.120 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.123. Settlement of accounts and contributions among partners

A. In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection B.
B. Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account that is attributable to an obligation for which the partner is liable under § 50-73.96.
C. If a partner fails or is not obligated to contribute, each other partner shall contribute, in the proportion in which that partner shares partnership losses, the additional amount necessary to satisfy any partnership obligations for which the partner is liable under § 50-73.96.
D. A partner or partner's legal representative may recover from the other partners any contributions on account of obligations for which the other partners are liable under § 50-73.96 that the partner or legal representative makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner or legal representative is personally liable under § 50-73.96.
E. After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations for which the partner is liable under § 50-73.96 and that were not known at the time of the settlement.
F. The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
G. An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.124. Definitions

In this article:
"General partner" means a partner in a partnership and a general partner in a limited partnership.
"Limited partner" means a limited partner in a limited partnership.
"Limited partnership" means a limited partnership created under the Virginia Revised Uniform Limited Partnership Act, predecessor law, or comparable law of another jurisdiction.
"Partner" includes both a general partner and a limited partner.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.126. Conversion of limited partnership to partnership

A. A limited partnership may be converted to a partnership pursuant to this section.
B. Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all of the partners.
C. After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
D. The conversion takes effect when the certificate of limited partnership is canceled.
E. A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Subject to § 50-73.96, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.127. Effect of conversion; entity unchanged

A. A limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
B. When a conversion takes effect:
1. All property owned by the converting limited partnership remains vested in the resulting partnership;
2. All obligations of the converting limited partnership continue as obligations of the resulting partnership; and
3. An action or proceeding pending against the converting limited partnership may be continued as if the conversion had not occurred.
1996, c. 292; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.129. Effect of merger

A. When a merger takes effect:
1. The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;
2. All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
3. All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
4. An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
B. The clerk of the Commission is the agent for service of process in an action or proceeding against a surviving foreign partnership, limited partnership, limited liability company or corporation to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly file with the Commission the mailing address of its principal office and of any change of address. Service on the surviving foreign partnership or limited partnership shall be made on the clerk of the Commission in accordance with § 12.1-19.1.
C. Subject to § 50-73.96, a partner of the surviving partnership or limited partnership is liable for:
1. All obligations of a party to the merger for which the partner was personally liable before the merger;
2. All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
3. All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
D. If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, as provided in § 50-73.123 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
E. A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under § 50-73.112 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under § 50-73.113 by an act of a general partner dissociated under this subsection, and the partner is liable under § 50-73.114 for transactions entered into by the surviving entity after the merger takes effect.
1996, c. 292; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.131. Statement of merger

A. After a plan of merger is approved, the surviving partnership or limited partnership shall file with the Commission a statement of merger on behalf of the partnerships that have filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership that is not canceled.
B. A statement of merger executed by each party to the merger shall contain:
1. The name of each partnership or limited partnership that is a party to the merger;
2. The name of the surviving entity into which the other partnerships or limited partnership were merged;
3. The identification number issued by the Commission to each partnership that has filed a statement of partnership authority that has not been canceled;
4. The street address of the surviving entity's principal office and of an office in this Commonwealth, if any; and
5. Whether the surviving entity is a partnership or a limited partnership.
C. Except as otherwise provided in subsection D, for the purposes of § 50-73.92, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
D. For the purposes of § 50-73.92, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
E. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection C of § 50-73.83, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection B, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections C and D.
1996, c. 292; 2000, c. 58; 2003, c. 567; 2007, c. 631; 2013, c. 18.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.133. Name of registered limited liability partnership

A. The name of a partnership that is also a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or the abbreviation "R.L.L.P." or "L.L.P." or the designation "RLLP" or "LLP."
B. The name of a limited partnership that is also a registered limited liability partnership shall comply with the requirements of subdivision A 2 of § 50-73.78.
1996, c. 292; 1998, c. 163; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.137. Cancellation of a registered limited liability partnership

A. A registered limited liability partnership registered under this chapter may cancel its registration by filing with the Commission a statement of cancellation of registration as a registered limited liability partnership, which shall set forth:
1. The name of the registered limited liability partnership;
2. The date of filing of the initial statement of registration;
3. The effective date (which shall be a date certain) of cancellation of registration if it is not to be effective on the filing of the statement of cancellation, but any effective date other than the date of filing of the statement of cancellation shall be a date subsequent to the filing; and
4. Any other information the partners determine to include therein.
B. The filing of a statement of cancellation of registration by or on behalf of a partnership pursuant to this section shall be effective only to cancel the partnership's registration as a limited liability partnership, and shall not, unless it specifically so provides, indicate the dissolution of the partnership.
C. Cancellation of the registration of a partnership as a registered limited liability partnership shall require the consent of all of the partners in the partnership at the time the statement of cancellation of registration is filed.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.137:1. Effect of cancellation of limited partnership certificate or registration

A. Whenever the certificate of limited partnership of a domestic limited partnership that is registered as a registered limited liability partnership is canceled, the limited partnership's registration as a registered limited liability partnership shall thereupon be automatically canceled unless the certificate of limited partnership was canceled pursuant to a conversion to a partnership under § 50-73.126.
B. Whenever the certificate of registration to transact business in this Commonwealth of a foreign limited partnership that is registered as a foreign registered limited liability partnership is canceled, the foreign limited partnership's registration as a foreign registered limited liability partnership shall thereupon be automatically canceled.
C. A registered limited liability partnership or foreign registered limited liability partnership that has ceased to be a registered limited liability partnership or a foreign registered limited liability partnership under subsection A or B may restore its status as such by complying with the requirements of subsection E of § 50-73.134.
2003, c. 378; 2004, c. 601; 2009, c. 716.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.137:2. Known claims against dissolved registered limited liability partnership

A. A partnership that is dissolved pursuant to § 50-73.117 that is a registered limited liability partnership at the time of its dissolution may dispose of the known claims against it by following the procedure described in this section.
B. The dissolved registered limited liability partnership shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The written notice shall:
1. Provide a reasonable description of the claim that the claimant may be entitled to assert;
2. State whether the claim is admitted, or not admitted, and if admitted (i) the amount that is admitted, which may be as of a given date, and (ii) any interest obligation if fixed by an instrument of indebtedness;
3. Provide a mailing address where a claim may be sent;
4. State a deadline, which may not be fewer than 120 days from the effective date of the written notice, by which confirmation of the claim shall be delivered to the dissolved registered limited liability partnership; 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 registered limited liability partnership is barred to the extent that it is not admitted:
1. If the dissolved registered limited liability partnership delivered written notice to the claimant in accordance with subsection B of this section and the claimant does not deliver written confirmation of the claim to the dissolved registered limited liability partnership by the deadline; or
2. If the dissolved registered limited liability partnership delivered written notice to the claimant that its claim is not admitted, in whole or in part, and the claimant does not commence a proceeding to enforce the claim within 90 days from the delivery of written confirmation of the claim to the dissolved registered limited liability partnership.
D. For purposes of this section, "claim" does not include (i) a contingent liability or a claim based on an event occurring after the effective date of dissolution or (ii) a liability or claim the ultimate maturity of which is more than 60 days after the delivery of written notice to the claimant pursuant to subsection B of this section.
E. If a liability exists but the full extent of any damages is or may not be ascertainable, and a proceeding to enforce the claim is commenced pursuant to subdivision C 2 of this section, the claimant may amend the pleadings after filing to include any damages that occurred or are alleged to have occurred after filing, and the court having jurisdiction of such claim may continue such proceeding during its pendency if it appears that further damages are or still may be occurring.
2004, c. 601.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.137:3. Other claims against dissolved registered limited liability partnership

A. A dissolved partnership that is a registered limited liability partnership at the time of its dissolution may also publish notice of its dissolution and request that persons with claims against the dissolved partnership present them in accordance with the notice.
B. The notice shall:
1. Be published one time in a newspaper of general circulation in the city or county where the dissolved partnership's principal office, or, if none in the Commonwealth, its registered office, is or was last located;
2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
3. State that a claim against the dissolved partnership will be barred unless a proceeding to enforce the claim is commenced prior to the earlier of the expiration of any applicable statute of limitations or three years after the date of publication of the notice.
C. If the dissolved partnership publishes a newspaper notice in accordance with subsection B, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved partnership prior to the earlier of the expiration of any applicable statute of limitations or three years after the publication date of the newspaper notice:
1. A claimant who was not given written notice under § 50-73.137:2;
2. A claimant whose claim was timely sent to the dissolved partnership but not acted on; and
3. A claimant whose claim does not meet the definition of a claim in subsection D of § 50-73.137:2.
D. A claim that is not barred by subsection C of § 50-73.137:2 or subsection C of § 50-73.137:3 may be enforced:
1. Against the dissolved partnership, to the extent of its undistributed assets; or
2. Except as provided in subsection D of § 50-73.137:4, if the assets have been distributed in liquidation, against a partner of the dissolved partnership to the extent of the partner's pro rata share of the claim or the partnership assets distributed to the partner in liquidation, whichever is less, but a partner's total liability for all claims under this section may not exceed the total amount of assets distributed to the partner.
2006, c. 912.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.137:4. Court proceedings

A. A dissolved limited liability partnership that has published a notice under § 50-73.137:3 may file an application with the circuit court of the city or county where the dissolved partnership's principal office, or, if none in the Commonwealth, its registered office, is or was last located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved partnership or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved partnership, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection C of § 50-73.137:3.
B. Within 10 days after the filing of the application, notice of the proceeding shall be given by the dissolved partnership to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved partnership.
C. The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved partnership.
D. Provision by the dissolved partnership for security in the amount and the form ordered by the court under subsection A shall satisfy the dissolved partnership's obligations with respect to claims that do not meet the definition of a claim in subsection D of § 50-73.137:2, and such claims may not be enforced against a partner who received assets in liquidation.
2006, c. 912.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.139. Withdrawal of a foreign registered limited liability partnership

A foreign registered limited liability partnership authorized to transact business in this Commonwealth may withdraw from this Commonwealth by filing with the Commission a statement of cancellation of registration as a foreign registered limited liability partnership that shall set forth:
1. The name of the foreign registered limited liability partnership and the state or other jurisdiction under whose jurisdiction it was registered as a limited liability partnership and the laws of which govern the agreement pursuant to which it was formed;
2. That the foreign registered limited liability partnership is not transacting business in this Commonwealth and that it surrenders its registration to transact business in this Commonwealth;
3. That the foreign registered limited liability partnership revokes the authority of its registered agent in this Commonwealth to accept service of process and appoints the clerk of the Commission as its agent for service of process in any action, suit, or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was authorized to transact business in this Commonwealth; and
4. A mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 3.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.140. Effect of failure of foreign registered limited liability partnership to register

The failure of a foreign registered limited liability partnership to file a statement of registration or to maintain that registration or to appoint and maintain a registered agent in this Commonwealth as required in § 50-73.135 shall not impair the validity of any contract or act of the foreign registered limited liability partnership and shall neither prevent the foreign registered limited liability partnership from defending any action or proceeding in any court of this Commonwealth nor affect the application of the laws of the jurisdiction governing the agreement under which it was formed as provided in subsection E of § 50-73.141, but the foreign registered limited liability partnership may not maintain any action or proceeding in any court of this Commonwealth until it has filed an application for registration. A foreign registered limited liability partnership, by transacting business in this Commonwealth without registration, appoints the clerk of the Commission as its agent for service of process with respect to causes of action arising out of the transaction of business in this Commonwealth. Service on that foreign registered limited liability partnership shall be made on the clerk of the Commission in accordance with § 12.1-19.1.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.141. Applicability of chapter to foreign and interstate commerce

A. A registered limited liability partnership may conduct its business, carry on its operations, and have and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or in any foreign country.
B. It is the policy of this Commonwealth that registered limited liability partnerships formed pursuant to agreements governed by the laws of this Commonwealth be recognized outside this Commonwealth and that the laws of this Commonwealth governing registered limited liability partnerships transacting business outside this Commonwealth be granted the protection of full faith and credit under the Constitution of the United States.
C. It is the policy of this Commonwealth that in the case of a registered limited liability partnership the 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, shall be subject to and governed by the laws of this Commonwealth.
D. Subject to any statutes for the regulation and control of specific types of business, foreign registered limited liability partnerships may do business in this Commonwealth.
E. It is the policy of this Commonwealth that in the case of a foreign registered limited liability partnership (whether or not registered under § 50-73.140) the 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, shall be subject to and governed by the laws of the jurisdiction that govern the agreement under which it was formed.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.143. Registration certificate required for registered limited liability partnership engaged in practice of law

Before any registered limited liability partnership may engage in the practice of law in this Commonwealth, it shall first obtain and maintain a registration certificate required for that registered limited liability partnership by Chapter 39 (§ 54.1-3900 et seq.) of Title 54.1.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.144. Application and construction

A. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among States enacting it.
B. This chapter shall be construed in furtherance of the policies of giving maximum effect to the principle of freedom of contract and of enforcing partnership agreements.
1996, c. 292; 2003, c. 340.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.147. Applicability

A. Before January 1, 2000, this chapter governs only a partnership formed:
1. On and after July 1, 1997, unless that partnership is continuing the business of a dissolved partnership under § 50-41 of the Uniform Partnership Act as it existed on July 1, 1997; and
2. Before July 1, 1997, that elects, as provided by subsection C, to be governed by this chapter.
B. Effective January 1, 2000, this chapter governs all partnerships.
C. Before January 1, 2000, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by this chapter, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.148. Transition

Before January 1, 2000, a limited partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by this chapter, only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
1996, c. 292.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.2 - Virginia Uniform Partnership Act › § 50-73.150. Property title records

A. Whenever the records in the office of the clerk of the Commission reflect that a 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 limited 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 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 partnership formed under the laws of another jurisdiction 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 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 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 51.1 - Pensions, Benefits, and Retirement › Chapter 1 - Virginia Retirement System › § 51.1-124.1. Virginia Retirement System established

Article X, § 11 of the Constitution of Virginia requires the General Assembly to maintain a retirement system for state employees and employees of participating political subdivisions and school divisions, subject to restrictions and conditions prescribed by the General Assembly, that shall be administered in the best interests of the beneficiaries thereof. To that end and for the purposes of providing adequate benefits and pensions to members, encouraging stable employer contribution rates, and ensuring the overall soundness of the Retirement System, the General Assembly hereby establishes the Virginia Retirement System as an independent agency of the Commonwealth, exclusive of the legislative, executive, and judicial branches of government, in the following provisions.
1994, c. 85; 2022, c. 294.
2023 Code of Virginia › Title 51.1 - Pensions, Benefits, and Retirement › Chapter 1 - Virginia Retirement System › § 51.1-124.2. Virginia Supplemental Retirement System continued as Virginia Retirement System

The Virginia Supplemental Retirement System, a body corporate and a retirement system for teachers, state employees, and employees of participating political subdivisions, shall be continued as the Virginia Retirement System. Wherever the term "Virginia Supplemental Retirement System" appears in the Code of Virginia, it shall mean the Virginia Retirement System.
1952, c. 157, § 51-111.11; 1960, c. 604; 1982, c. 478; 1990, c. 832, § 51.1-100; 1994, cc. 4, 85.
2023 Code of Virginia › Title 51.1 - Pensions, Benefits, and Retirement › Chapter 1 - Virginia Retirement System › § 51.1-124.5. Disclosure of social security account numbers

The Retirement System may require the disclosure of the social security account number of any employee, judge, or other person covered under this title to be used for any purpose relating to the administration of the retirement systems or the implementation of this title.
1977, c. 620, § 51-111.22:2; 1990, c. 832, § 51.1-103; 1994, cc. 4, 85.
2023 Code of Virginia › Title 51.1 - Pensions, Benefits, and Retirement › Chapter 1 - Virginia Retirement System › § 51.1-124.6. Benefits to be paid monthly

All benefits payable by the Retirement System shall be paid in equal monthly installments, unless the Board approves another method of payment.
1952, c. 353, § 51-111.71; 1990, c. 832, § 51.1-104; 1994, cc. 4, 85.
2023 Code of Virginia › Title 51.1 - Pensions, Benefits, and Retirement › Chapter 1 - Virginia Retirement System › § 51.1-124.7. Distribution of assets upon repeal of system

A. If the General Assembly repeals the provisions of this chapter or terminates its application to any person, the Board shall continue to administer the Retirement System in accordance with the provisions of this chapter for the sole benefit of the then members, any beneficiaries then receiving retirement allowances, and any future persons entitled to receive benefits under a joint and last-survivor option who are designated by a member.
B. Upon repeal or termination of the Retirement System, the assets of the Retirement System shall be allocated by the Board in an equitable manner to provide benefits for the persons stated in subsection A of this section in accordance with the provisions of this chapter but based on creditable service and average final compensation as of the date of repeal or termination and in the following order:
1. For the benefit of the then members to the extent of their individual account in the members' contribution account.
2. If any funds remain, then for the benefit of the then beneficiaries and persons already designated by former members who are then beneficiaries under a joint and last-survivor option, to the extent of the then actuarial value of their retirement allowances.
3. If any funds remain, then for the benefit of members, and persons, if any, designated by them under a joint and last-survivor option, to the extent, not provided under subdivision 1 of this subsection, of the then actuarial value of their accrued future retirement allowances. The allocation under this subdivision shall be the basis of the oldest-ages-first method.
The employer is required to contribute the amount necessary to make up any insufficiency of assets needed to provide all benefits payable under subdivisions 1 and 2 of this subsection.
C. The allocation of assets of the Retirement System shall be carried out by the Board as the benefits become due or by the transfer of such assets to any retirement system replacing this Retirement System. The vesting of benefits shall be fully maintained under the new retirement system. Any funds remaining in the assets of this retirement system after all of the vested benefits have been paid shall revert to the general fund.
D. Any allocation of assets shall be final and binding on all persons entitled to benefits.
E. Upon the termination or partial termination of the Retirement System, each affected member shall become fully vested, as of the termination date or partial termination date, in his service retirement allowance to the extent funded, regardless of the length of service or amount of creditable service.
1952, c. 157, § 51-111.16; 1960, c. 604; 1977, c. 620; 1978, c. 841; 1980, cc. 637, 638, 646; 1982, cc. 467, 478; 1990, c. 832, § 51.1-105; 1994, cc. 4, 85; 2014, c. 356.
2023 Code of Virginia › Title 51.1 - Pensions, Benefits, and Retirement › Chapter 1 - Virginia Retirement System › § 51.1-124.8. Persons affected by changes in retirement benefits

Unless otherwise specifically stated, legislation which effects a change in the amount of a retirement benefit other than a post-retirement supplement shall be construed to effect only the benefits of those persons who qualify for a retirement allowance on or after the effective date of the legislation.
1952, c. 157, § 51-111.16; 1960, c. 604; 1977, c. 620; 1978, c. 841; 1980, cc. 637, 638, 646; 1982, cc. 467, 478; 1990, c. 832, § 51.1-106; 1994, cc. 4, 85.