Title 26 — Partnerships
2 chapters · 130 sections in this title.
26 V.I.C. § 321 Short title
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This chapter may be cited as The Uniform Limited Partnership Act.
26 V.I.C. § 322 Definitions
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(1) As used in this chapter, unless the context clearly requires otherwise:(1) “Certificate of limited partnership” means the certificate referred to in section 341 of this chapter, and the certificate as amended or restated.(2) “Contribution” means any cash, property, services r…
26 V.I.C. § 323 Name
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(1) The name of each limited partnership as set forth in its certificate of limited partnership:(1) shall contain without abbreviation the words “limited partnership”;(2) may not contain the name of a limited partner unless (i) it is also the name of a general partner or the corp…
26 V.I.C. § 324 Reservation of name
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(a) The exclusive right to the use of a name may be reserved by:(1) any person intending to organize a limited partnership under this chapter and to adopt that name;(2) any domestic limited partnership or any foreign limited partnership registered in the Virgin Islands which, in …
26 V.I.C. § 325 Specified office and agent
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(1) Each limited partnership shall continuously maintain in the Virgin Islands:(1) an office, which may but need not be a place of its business in the Virgin Islands, at which shall be kept the records required by Section 326 of this chapter to be maintained; and(2) an agent for …
26 V.I.C. § 326 Records to be kept
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(a) Each limited partnership shall keep at the office referred to in section 325, subsection (1) of this chapter 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) …
26 V.I.C. § 327 Nature of business
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A limited partnership may carry on any business that a partnership without limited partners may carry on.
26 V.I.C. § 328 Business transactions of partner with partnership
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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.
26 V.I.C. § 341 Certificate of limited partnership
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(a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the office of the Lieutenant Governor. The certificate shall set forth:(1) the name of the limited partnership;(2) the address of the office and the name and address of …
26 V.I.C. § 342 Amendment to certificate
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(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the Lieutenant Governor. The certificate shall set forth:(1) the name of the limited partnership;(2) the date of filing the certificate; and(3) the amendment to the c…
26 V.I.C. § 343 Cancellation of certificate
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(1) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the Lieutenant Governor and set …
26 V.I.C. § 344 Execution of certificates
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(a) Each certificate required by this subchapter to be filed in the office of the Lieutenant Governor shall be executed in the following manner:(1) an original certificate of limited partnership must be signed by all general partners;(2) a certificate of amendment must be signed …
26 V.I.C. § 345 Execution by judicial act
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If a person required by section 344 of this chapter to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the Superior Court of the Virgin Islands to direct the execution of the certificate. If the …
26 V.I.C. § 346 Filing in Office of Lieutenant Governor
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(a) Two signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation, or of any judicial decree of amendment or cancellation, shall be delivered to the Office of the Lieutenant Governor. A person who executes a certificate as an age…
26 V.I.C. § 347 Liability for false statement in certificate
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(1) If any certificate of limited partnership or certificate of amendment or cancellation contains a false 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 …
26 V.I.C. § 348 Scope of notice
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The fact that a certificate of limited partnership is on file in the Office of the Lieutenant Governor is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
26 V.I.C. § 349 Delivery of certificates to limited partners
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Upon the return by the Lieutenant Governor pursuant to section 346 of this chapter of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limit…
26 V.I.C. § 371 Admission of limited partners
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(a) A person becomes a limited partner:(1) at the time the limited partnership is formed; or(2) at any later time specified in the records of the limited partnership for becoming a limited partner. (1) at the time the limited partnership is formed; or (2) at any later time specif…
26 V.I.C. § 372 Voting
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Subject to section 373 of this chapter, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.
26 V.I.C. § 373 Liability to third parties
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(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control…
26 V.I.C. § 374 Person erroneously believing himself a limited partner
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(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by it…
26 V.I.C. § 375 Information
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(1) Each limited partner has the right to:(1) inspect and copy any of the partnership records required to be maintained by section 326 of this chapter; and(2) obtain from the general partners from time to time upon reasonable demand (i) true and full information regarding the sta…
26 V.I.C. § 391 Admission of additional general partners
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After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional ge…
26 V.I.C. § 392 Events of withdrawal
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(1) Except as approved by the specific 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 sec…
26 V.I.C. § 393 General powers and liabilities
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(a) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (b) Except as provided in this chapter, a genera…
26 V.I.C. § 394 Contributions by general partner
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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…
26 V.I.C. § 395 Voting
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The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with all or any class of the limited partners, on any matter.
26 V.I.C. § 421 Form of contribution
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The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
26 V.I.C. § 422 Liability for contribution
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(a) 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. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforcea…
26 V.I.C. § 423 Sharing of profits and losses
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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…
26 V.I.C. § 424 Sharing of distributions
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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 m…
26 V.I.C. § 441 Interim distributions
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Except as provided in this subchapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events…
26 V.I.C. § 442 Withdrawal of general partner
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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 partn…
26 V.I.C. § 443 Withdrawal of limited partner
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A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw …
26 V.I.C. § 444 Distribution upon withdrawal
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Except as provided in this subchapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time aft…
26 V.I.C. § 445 Distribution in kind
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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 writing in the partnership agreem…
26 V.I.C. § 446 Right to distribution
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At the time a partner becomes entitled to receive a distribution, that partner has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
26 V.I.C. § 447 Limitations on distribution
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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 …
26 V.I.C. § 448 Liability upon return of contribution
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(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…
26 V.I.C. § 471 Nature of partnership interest
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A partnership interest is personal property.
26 V.I.C. § 472 Assignment of partnership interest
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Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entit…
26 V.I.C. § 473 Rights of creditor
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On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only t…
26 V.I.C. § 474 Right of assignee to become limited partner
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(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:(1) the assignor gives the assignee that right in accordance with authority described in the partnership agreement; or(2) all other partne…
26 V.I.C. § 475 Power of estate of deceased or incompetent partner
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If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or property, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all the partner's rights for the p…
26 V.I.C. § 491 Nonjudicial dissolution
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(1) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:(1) at the time specified in the certificate of limited partnership;(2) upon the happening of events specified in writing in the partnership agreemen…
26 V.I.C. § 492 Judicial dissolution
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On application by or for a partner, the Superior Court of the Virgin Islands may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
26 V.I.C. § 493 Winding up
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Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the Superior Court may wind up the limited partnership's affairs upo…
26 V.I.C. § 494 Distribution of assets
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(1) Upon the winding up of a limited partnership, the assets shall be distributed as follows:(1) to creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions …
26 V.I.C. § 521 Law governing
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(1) Subject to the Constitution of the United States:(1) the laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and(2) a foreign limited partnership may not be den…
26 V.I.C. § 522 Registration
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(1) Before transacting business in the Virgin Islands, a foreign limited partnership shall register with the Office of the Lieutenant Governor. In order to register, a foreign limited partnership shall submit to the Office of the Lieutenant Governor, in duplicate, an application …