Title 26 — Partnerships
2 chapters · 130 sections in this title.
26 V.I.C. § 48 Liability of purported partner
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(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…
26 V.I.C. § 5 Supplemental principles of law
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(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Title 11, section 951, Virgin Islan…
26 V.I.C. § 6 Execution, filing, and recording of statements
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(a) A statement may be filed in the office of the Lieutenant Governor. A certified copy of a statement that is filed in an office in another State may be filed in the office of the Lieutenant Governor. Either filing has the effect provided in this chapter with respect to partners…
26 V.I.C. § 7 Law governing internal relations
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(a) Except as otherwise provided in subsection (b) of this section and section 241 of this chapter, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (b) The law of …
26 V.I.C. § 71 Partner's rights and duties
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(a) Each partner is deemed to have an account that is:(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and(2) c…
26 V.I.C. § 72 Distributions in kind
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A partner has no right to receive, and may not be required to accept, a distribution in kind.
26 V.I.C. § 73 Partner's rights and duties with respect to information
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(a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …
26 V.I.C. § 74 General standards of partner's conduct
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(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c) of this section. (b) A partner's duty of loyalty to the partnership and the other partners is limited to the fo…
26 V.I.C. § 75 Actions by partnership and partners
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(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or e…
26 V.I.C. § 76 Continuation of partnership beyond definite term or particular undertaking
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(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…
26 V.I.C. § 8 Partnership subject to amendment or repeal of chapter
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A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
26 V.I.C. § 91 Partner not co-owner of partnership property
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A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
26 V.I.C. § 92 Partner's transferable interest in partnership
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The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
26 V.I.C. § 93 Transfer of partner's transferable interest
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(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership:(1) is permissible;(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and(3) does not, as against the other partners or t…
26 V.I.C. § 94 Partner's transferable interest subject to charging order
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(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…
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…