Title 26 — Partnerships
2 chapters · 130 sections in this title.
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 …
26 V.I.C. § 523 Issuance of registration
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(a) If the Lieutenant Governor finds that an application for registration conforms to law and all requisite fees have been paid, he shall:(1) endorse on the application the word “Filed,” and the month, day and year of the filing thereof;(2) file in his office a duplicate original…
26 V.I.C. § 524 Name
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A foreign limited partnership may register with the Office of the Lieutenant Governor under any name, whether or not it is the name under which it is registered in its state of organization, that includes without abbreviation the words “limited partnership” and that could be regi…
26 V.I.C. § 525 Changes and amendments
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If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office…
26 V.I.C. § 526 Cancellation of registration
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A foreign limited partnership may cancel its registration by filing with the Office of the Lieutenant Governor a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Lieutenant Governor to accept service of p…
26 V.I.C. § 527 Transaction of business without registration
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(a) A foreign limited partnership transacting business in the Virgin Islands may not maintain any action, suit, or proceeding in any court of the Virgin Islands until it has registered in the Virgin Islands. (b) The failure of a foreign limited partnership to register in the Virg…
26 V.I.C. § 528 Action by Lieutenant Governor
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The Lieutenant Governor may bring an action to restrain a foreign limited partnership from transacting business in the Virgin Islands in violation of this chapter.
26 V.I.C. § 541 Right of action
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A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action, or if an effort to cause those general partners to bring the action is not likely to succee…
26 V.I.C. § 542 Proper plaintiff
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(1) In a derivative action, the plaintiff must be a partner at the time of bringing the action and:(1) must have been a partner at the time of the transaction of which he complains, or(2) his status as a partner must have devolved upon him by operation of law or pursuant to the t…
26 V.I.C. § 543 Pleading
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In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
26 V.I.C. § 544 Expenses
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If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall…
26 V.I.C. § 571 Construction and application
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This chapter shall be so 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.
26 V.I.C. § 572 Severability
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If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions…
26 V.I.C. § 573 Rules for cases not provided for in this chapter
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In any case not provided for in this chapter the provisions of the Uniform Partnership Act govern.
26 V.I.C. § 574 Limited liability limited partnership
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(a) A limited partnership may become a limited liability limited partnership by:(1) obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement except, …
26 V.I.C. § 575 Savings clause
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The repeal of any statutory provision by this chapter does not impair, or otherwise affect, the organization or the continued existence of a limited partnership existing at the effective date of this chapter, nor does the repeal of any existing statutory provision by this chapter…