reglab/statecodes huggingface dataset:
2023 Code of Virginia › Title 49 - Oaths, Affirmations and Bonds › Chapter 3 - Relief of Sureties › § 49-25. Surety may require creditor to sue

The surety, guarantor or endorser, or his committee or personal representative, of any person bound by any contract may, if a right of action has accrued thereon, require the creditor or his committee or personal representative, by notice in writing, to institute suit thereon, and if he be bound in a bond with a condition, or for the performance of some collateral undertaking, he shall also specify in such requirement the breach of the condition or undertaking for which he requires suit to be brought. Such written notice shall also notify the creditor, his committee or personal representative, that failure to act will result in the loss of the surety, guarantor or endorser, his committee or personal representative as security for the debt in accordance with § 49-26.
Code 1919, § 5774; 1979, c. 664.
2023 Code of Virginia › Title 49 - Oaths, Affirmations and Bonds › Chapter 3 - Relief of Sureties › § 49-26. Effect of failure of creditor to sue

If such creditor, or his committee or personal representative, shall not, within thirty days after such requirement, institute suit against every party to such contract who is resident in this Commonwealth and not insolvent and prosecute the same with due diligence to judgment and by execution, he shall forfeit his right to demand of such surety, guarantor or endorser or his estate, and of his cosureties and their estates, the money due by any such contract for the payment of money, or the damages sustained by any breach of the collateral condition or undertaking specified as aforesaid; but the conditions, rights and remedies against the principal debtor shall remain unimpaired thereby.
Code 1919, § 5775; 1979, c. 664.
2023 Code of Virginia › Title 49 - Oaths, Affirmations and Bonds › Chapter 3 - Relief of Sureties › § 49-27. Surety's remedy against principal for money paid

If any person liable as bail, surety, guarantor or endorser, or any sheriff liable for not taking sufficient bail, or the committee, heir or personal representative of any so liable, pay, in whole or in part, such note, bond or other demand, or any judgment, decree or execution rendered or awarded on account of such liability, the person having a right of action for the amount so paid may, by motion in the court in which the judgment, decree or execution was rendered or awarded, obtain a judgment or decree against any person against whom such right of action exists for the amount so paid, with interest from the time of payment, and five per centum damages on such amount. The person so paying, in whole or in part, any such judgment, decree or execution rendered or awarded on account of such liability, or any such note, bond or other demand, shall, by operation of law, in addition to the remedy above provided, be substituted to and become the owner of all of the rights and remedies of the creditor for the enforcement and collection of the amount or amounts so paid, and shall be deemed the assignee thereof. Executions, or other legal process to which the principal creditor was entitled, may be issued on any such judgment or decree in the name of the original creditor against the person primarily liable for the benefit of the person secondarily liable to the extent to which he has satisfied the original creditor.
But nothing in this section shall be construed to impair or affect in any way the security of the original creditor, or his rights and remedies as to any balance which may be due him. The provisions of this section are cumulative and are intended to protect the rights of any person secondarily liable to the extent to which he has satisfied the obligation of the person primarily liable. All assignments heretofore made of judgments and decrees to persons secondarily liable are hereby validated, and upon the same executions may be issued as hereinbefore provided.
Code 1919, § 5777; 1926, p. 854.
2023 Code of Virginia › Title 49 - Oaths, Affirmations and Bonds › Chapter 3 - Relief of Sureties › § 49-28. Confession of judgment by surety or failure to notify principal to defend

If any such surety, other than bail, or his committee, heir or personal representative, confess judgment, or suffer judgment to go against him by default, without giving notice to his principal, if he be a resident of the Commonwealth, or his committee or personal representative, to defend the suit, and after such principal offers to defend the suit, and tenders counter security, approved by the court in which the suit is pending, the principal, or his committee, heirs or representative, may have the benefit of every defense against the motion or suit of such surety, or his committee, representative or heirs, against him that he might have had against the creditor.
Code 1919, § 5778.
2023 Code of Virginia › Title 49 - Oaths, Affirmations and Bonds › Chapter 3 - Relief of Sureties › § 49-29. Failure of principal to offer to defend suit against surety

In all cases in which any principal debtor, or his committee, representative or heirs, knowing of the pendency of any suit against his surety, or the committee, heir or personal representative of such surety, shall not offer to defend such suit, he shall be precluded from making any defense to the claim of the surety which he might have made against the suit of the creditor.
Code 1919, § 5778.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.3. Reserved name

A. A person may apply to the Commission to reserve the exclusive use of a limited partnership name, including a designated name for a foreign limited partnership. The limited partnership name applied for need not comply with subsection A of § 50-73.2. If the Commission finds that the limited partnership name is distinguishable upon the records of the Commission, it shall reserve the name for the applicant's exclusive use for a 120-day period.
B. The owner of a reserved limited partnership name may renew the reservation for successive 120-day periods each by filing with the Commission, during the 45-day period preceding the date of expiration of the reservation, a renewal application.
C. The owner of a reserved limited partnership name may transfer the reservation to any other person by delivering to the Commission a notice of the transfer, signed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
D. A reserved limited partnership name may be used by its owner in connection with (i) the formation or an amendment to change the name of a domestic stock or nonstock corporation, limited liability company, business trust, or limited partnership; (ii) an application for a certificate of authority or registration to transact business in the Commonwealth as a foreign stock or nonstock corporation, limited liability company, business trust, or limited partnership; or (iii) an amended application for such authority or registration, provided that the proposed name complies with the provisions of § 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, or 50-73.56, as the case may be.
1985, c. 607; 2006, c. 505; 2015, c. 444.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.4. Principal office, registered office, and registered agent

A. Each domestic limited partnership and each foreign limited partnership registered to transact business in the Commonwealth shall continuously maintain:
1. A principal office, which shall be a place of its business and which may but need not be within the Commonwealth, at which shall be kept the records required to be maintained pursuant to § 50-73.8;
2. A registered office in the Commonwealth that may be the same as any of its places of business; and
3. A registered agent, who shall be either:
a. An individual who is a resident of the Commonwealth and is either (i) a general partner of the limited partnership, (ii) an officer or director of a corporate general partner of the limited partnership, (iii) a general partner of a general or limited partnership that is a general partner of the limited partnership, (iv) a member or manager of a limited liability company that is a general partner of the limited partnership, (v) a trustee of a trust that is a general partner of the limited partnership, or (vi) a member of the Virginia State Bar and whose business office is identical with the registered office; or
b. A domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.
B. The sole duty of the registered agent is to forward to the limited partnership or foreign limited partnership at its last known address any process, notice or demand that is served on the registered agent.
1985, c. 607; 1987, c. 702; 1993, c. 292; 2000, cc. 162, 537; 2001, cc. 517, 541; 2007, c. 631; 2010, c. 675.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.5. Change of registered office or registered agent

A. A limited partnership or a foreign limited partnership registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:
1. The name of the domestic or foreign limited partnership;
2. The address of its current registered office;
3. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;
4. The name of its current registered agent;
5. If the current registered agent is to be changed, the name of the new registered agent; and
6. That after the change or changes are made, the domestic or foreign limited partnership will be in compliance with the requirements of § 50-73.4.
B. A statement of change shall forthwith be filed with the Commission by a domestic or foreign limited partnership whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 50-73.4.
C. Except as provided in subsection D, a statement of change shall be executed on behalf of a domestic or foreign limited partnership by a general partner or a liquidating trustee or, if there are no general partners or liquidating trustees, by a limited partner.
D. A domestic or foreign limited partnership's registered agent may sign a statement as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A domestic or foreign limited partnership's new registered agent may sign and submit for filing a statement as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 50-73.4. In either instance, the registered agent or surviving entity shall forthwith file a statement as required above, which shall recite that a copy of the statement shall be mailed to the principal office address of the domestic or foreign limited partnership on or before the business day following the day on which the statement is filed.
1985, c. 607; 1987, c. 702; 1991, c. 225; 2003, c. 597; 2007, c. 631; 2010, c. 675.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.6. Resignation of registered agent

A. A registered agent may resign as agent for the domestic or foreign limited partnership by signing and filing with the Commission a statement of resignation stating (i) the name of the limited partnership or foreign limited partnership, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the domestic or foreign limited partnership. The statement of resignation shall be accompanied by a certification that the registered agent will have a copy of the statement mailed to the principal office of the domestic or foreign limited partnership by certified mail on or before the business day following the day on which the statement is filed. When the statement of resignation takes effect, the registered office is also discontinued.
B. A statement of resignation takes effect on the earlier of (i) 12:01 a.m. on the thirty-first day after the date on which the statement was filed with the Commission or (ii) the date on which a statement of change to appoint a registered agent is filed, in accordance with § 50-73.5, with the Commission.
1985, c. 607; 2010, c. 434; 2021, Sp. Sess. I, c. 487.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.7. Service on limited partnership

A. A domestic or foreign limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership. The registered agent, by instrument in writing, acknowledged before a notary public, may designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served. Whenever any such person accepts service of process, a photographic copy of such instrument shall be attached to the return.
B. Whenever a domestic or foreign limited partnership fails to appoint or maintain a registered agent in the Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the limited partnership upon whom service may be made in accordance with § 12.1-19.1.
C. This section does not prescribe the only means, or necessarily the required means, of serving a domestic or foreign limited partnership.
1985, c. 607; 1991, c. 672; 2001, cc. 517, 541; 2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.8. Records to be kept

A. Each limited partnership shall keep at its principal office the following:
1. A current list of the full name and last known business address of each partner, separately identifying the general partners in alphabetical order and the limited partners in alphabetical order;
2. A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
3. Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;
4. Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and
5. Unless contained in a written partnership agreement, a writing setting out:
a. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
b. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
c. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
d. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
B. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
1985, c. 607; 1987, c. 702; 2010, c. 675.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.10. Business transactions of partner with partnership

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.10:1. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty

It shall be unlawful for any person to transact business in the Commonwealth as a limited partnership or to offer or advertise to transact business in the Commonwealth as a limited partnership unless the alleged limited partnership is either a domestic limited partnership or a foreign limited partnership authorized to transact business in the Commonwealth. Any person who violates this section shall be guilty of a Class 1 misdemeanor.
2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.11. Certificate of limited partnership

A. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth:
1. The name of the limited partnership that satisfies the requirements of § 50-73.2;
2. The post office address, including the street and number, if any, of the limited partnership's initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a general partner of the limited partnership, an officer or director of a corporate general partner of the limited partnership, a general partner of a partnership or limited partnership that is a general partner of the limited partnership, a member or manager of a limited liability company that is a general partner of the limited partnership, a trustee of a trust that is a general partner of the limited partnership, or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth;
3. The name and the post office address, including the street and number, if any, of each general partner and, if a general partner is a business entity, the jurisdiction under whose law it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and
4. The post office address, including the street and number, if any, of the principal office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth.
B. The certificate of limited partnership may set forth any other matter that the general partners determine to include therein.
C. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.
1985, c. 607; 1987, c. 702; 1993, c. 292; 2001, cc. 517, 541; 2003, c. 378; 2007, c. 631; 2010, c. 675; 2013, c. 18.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.11:3. Conversion of general partnership to limited partnership

A. A domestic or foreign general partnership may convert to a limited partnership pursuant to this section.
B. The terms and conditions of a conversion of a general partnership to a limited partnership shall be approved by the partners in the manner provided in the partnership's partnership agreement for amendments to the partnership agreement or, if no such provision is made in the partnership agreement, by all of the partners.
C. After the conversion is approved by the partners, the general partnership shall file a certificate of limited partnership that meets the requirements of § 50-73.11 and includes the following:
1. The name of the former general partnership and the identification number issued by the Commission to the general partnership, if any;
2. The jurisdiction under whose law the general partnership was formed immediately prior to the filing of the certificate of limited partnership;
3. If the former general partnership is registered with the Commission as a registered limited liability partnership, a statement to that effect;
4. A statement that the conversion of the general partnership to a limited partnership was approved by the partners in accordance with the provisions of subsection B.
2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.11:4. Effect of conversion; entity unchanged

A. A general partnership that has been converted to a limited partnership pursuant to § 50-73.11:3, former § 50-73.11:1, or former § 50-73.125 shall be deemed for all purposes the same entity that existed before the conversion.
B. When such conversion takes effect:
1. The title to real estate and other property owned by the converting general partnership remains vested in the converted limited partnership;
2. All obligations of the converting general partnership continue as obligations of the converted limited partnership; and
3. An action or proceeding pending against the converting general partnership may be continued as if the conversion had not occurred.
C. A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the general partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in this chapter.
D. If the converting general partnership is formed under the laws of the Commonwealth and is registered with the Commission as a registered limited liability partnership at the time of conversion, the registration as a registered limited liability partnership shall continue as to the converted limited partnership upon the effective date and time of the conversion.
2007, c. 631.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.12. Amendment of certificate

A. A certificate of limited partnership is amended by filing with the Commission a certificate of amendment setting forth:
1. The name of the limited partnership;
2. The date of filing of the initial certificate of limited partnership; and
3. The amendment to the certificate.
B. Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
1. The admission of a new general partner;
2. The withdrawal of a general partner;
3. The continuation of the business under § 50-73.49 after an event of withdrawal of a general partner;
4. A change in the name of the limited partnership or the address of the principal office; or
5. One or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee.
C. A general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.
D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
E. An amendment to a certificate of limited partnership may delete the name of the initial registered agent or the address of the initial registered office if a statement of change described in § 50-73.5 is on file with the Commission.
F. If an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier.
G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
H. A liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section.
I. Upon the effective date and time of a certificate of amendment as provided by § 50-73.17, the certificate of limited partnership shall be amended as set forth therein.
1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631; 2008, c. 586; 2010, c. 675.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.15. Execution of documents; penalty

A. Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner:
1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;
2. A certificate of amendment shall be signed (i) by at least one general partner or, if all general partners have withdrawn and all of the limited partners agree to continue the business of the limited partnership pursuant to subdivision A 3 of § 50-73.49, by all limited partners, and by each person designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;
3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and
4. Articles of merger shall be signed by at least one general partner.
B. Every person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he signs. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.
C. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. Any person who violates the provisions of this subsection shall be guilty of a Class 1 misdemeanor.
D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.
1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631; 2008, c. 586; 2010, c. 675; 2013, c. 18.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.16. Execution by judicial act

If a person required by § 50-73.15 to execute any certificate fails or refuses to do so, any other person, who is adversely affected by the failure or refusal, may petition any circuit court, with general equity jurisdiction in the city or county where the office of the registered agent is located, to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the plaintiff to prepare and file with the Commission an appropriate certificate.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.18. Liability for false statement in certificate

If any certificate filed pursuant to this chapter contains a false or inaccurate statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
1. Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false in any material respect at the time the certificate was executed; and
2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to cancel or amend the certificate, or to file a petition for its cancellation or amendment under § 50-73.16 before the statement was reasonably relied upon.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.19. Scope of notice

The fact that a certificate of limited partnership has been filed in accordance with the provisions of this chapter or the Virginia Uniform Limited Partnership Act, Chapter 2 (§ 50-44 et seq.) of this title, as it existed prior to its repeal, is notice that the partnership is a limited partnership and that a person designated as a general partner is a general partner, but shall not be deemed to be notice of any other fact.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.20. Delivery of certificates to limited partners

Upon the filing with the clerk of the Commission, pursuant to § 50-73.17, of a certificate, the general partners shall promptly deliver or mail a true copy of the certificate of limited partnership to each limited partner unless the partnership agreement provides otherwise.
1985, c. 607; 1987, c. 702; 1991, c. 434.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.21. Assumed or fictitious names

Notwithstanding any other provision of the law, no partnership organized under this chapter which is conducting or transacting business in this Commonwealth under the name of the partnership set forth in a certificate filed pursuant to § 50-73.17, nor any partner of that limited partnership, shall be required to file any assumed or fictitious name or comparable certificate solely for such conduct or transaction of partnership business.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.22:1. Admission of limited partners

A. A person becomes a limited partner on the later of:
1. The date the original certificate of limited partnership is filed; or
2. The date stated in the records of the limited partnership as the date that person becomes a limited partner.
B. After the filing of a limited partnership's initial certificate of limited partnership, a person may be admitted as an additional limited partner:
1. In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
2. In the case of an assignee of a partnership interest of a partner who has the power, as provided in § 50-73.47, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.23. Voting

Subject to § 50-73.24, the partnership agreement may grant to all or a specified group of the limited partners the right to vote upon any matter, on a per capita or other basis, upon any matter.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.25. Person erroneously believing himself limited partner

A. Except as provided in subsection B of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
2. Withdraws from future equity participation in the partnership by executing and filing with the Commission a certificate declaring his withdrawal under the provisions of this section.
B. A person who makes a contribution of the kind described in subsection A of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.26. Information

Each limited partner has the right, subject to such reasonable standards as set forth in the partnership agreement, to:
1. Inspect and copy any of the partnership records required to be maintained by § 50-73.8; and
2. Obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the state of the business and financial condition of the limited partnership, (ii) promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year, and (iii) other information regarding the affairs of the limited partnership as is just and reasonable.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.27. Admission of additional general partners

After the filing of a limited partnership's initial certificate of limited partnership, additional general partners may be admitted as provided in the partnership agreement or, if the partnership agreement does not provide for the admission of additional general partners, with the written consent of all partners. A person may be admitted to a limited partnership as a general partner of the limited partnership and may receive a partnership interest in the limited partnership without making a contribution or being obligated to make a contribution to the limited partnership. Unless otherwise provided in a partnership agreement, a person may be admitted to a limited partnership as a general partner of the limited partnership without acquiring a partnership interest in the limited partnership.
1985, c. 607; 2015, c. 614.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.28. Events of withdrawal

Except as approved by the written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
1. The general partner withdraws from the limited partnership as provided in § 50-73.37;
2. The general partner ceases to be a member of the limited partnership as provided in § 50-73.45;
3. The general partner is removed as a general partner in accordance with the partnership agreement;
4. Unless otherwise provided in writing in the partnership agreement, the general partner (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegation of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;
5. Unless otherwise provided in writing in the partnership agreement, if within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or if within 90 days after the expiration of any such stay, the appointment is not vacated;
6. In the case of a general partner who is an individual, (i) his death, or (ii) the entry by a court of competent jurisdiction of an order or decree adjudicating him incapacitated;
7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;
8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
9. In the case of a general partner that is a corporation or other legal or commercial entity, the termination of its existence; or
10. In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 801.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.29. General powers and liabilities

A. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers of a partner in a partnership without limited partners.
B. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.30. Contributions by general partner

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.33. Liability for contribution

A. 1. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner or his duly authorized attorney-in-fact.
2. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept pursuant to § 50-73.8, of the stated contribution that has not been made.
B. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this chapter may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on that obligation after the partner signs a writing that reflects the obligation and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.34. Sharing of profits and losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value, as stated in the partnership records required to be kept pursuant to § 50-73.8, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.35. Sharing of distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to § 50-73.8, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.36. Interim distributions

Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
1985, c. 607; 1987, c. 702; 1997, c. 188.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.37. Withdrawal of general partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him in addition to any remedies otherwise available under applicable law.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.39:1. No right to distribution upon withdrawal

Except as otherwise provided in writing in the partnership agreement, neither a general partner nor a limited partner has any right to receive any distribution on account of (i) the partner's withdrawal or (ii) other event of dissolution or ceasing, for any other reason, to be partner.
2000, c. 581.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.40. Distribution in kind

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.
1985, c. 607; 1987, c. 702.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.42. Limitations on distribution

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
1985, c. 607.
2023 Code of Virginia › Title 50 - Partnerships › Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act › § 50-73.43. Liability upon return of contribution

A. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
B. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this chapter, he is liable to the limited partnership for a period of six years thereafter for the amount of the contribution wrongfully returned.
C. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value, as set forth in the partnership records to be kept pursuant to § 50-73.8, of his contribution which has not been distributed to him.
1985, c. 607; 1987, c. 702.