Title 26 — Partnerships
2 chapters · 130 sections in this title.
26 V.I.C. § 1 Short title
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This chapter shall be known and may be cited as “The Uniform Partnership Act” (1996).
26 V.I.C. § 121 Events causing partner's dissociation
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(1) A partner is dissociated from a partnership upon the occurrence of any of the following events:(1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner;(2) an event agreed to in the partnership agre…
26 V.I.C. § 122 Partner's power to dissociate; wrongful dissociation
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(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section 121, subsection (1) of this chapter. (b) A partner's dissociation is wrongful only if:(1) it is in breach of an express provision of the partnership agreement; or(…
26 V.I.C. § 123 Effect of partner's dissociation
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(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, subchapter VIII of this chapter applies; otherwise, subchapter VII of this chapter applies. (b) Upon a partner's dissociation:(1) the partner's right to participate in the managem…
26 V.I.C. § 141 Purchase of dissociated partner's interest
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(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 171 of this chapter, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price…
26 V.I.C. § 142 Dissociated partner's power to bind and liability to partnership
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(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under subchapter IX, is bound by an act of the dissociated partner which would have bound the partnershi…
26 V.I.C. § 143 Dissociated partner's liability to other persons
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(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (b…
26 V.I.C. § 144 Statement of dissociation
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(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purpos…
26 V.I.C. § 145 Continued use of partnership name
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Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
26 V.I.C. § 171 Events causing dissolution and winding up of partnership business
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(1) A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under Section 121, subsections (2) thro…
26 V.I.C. § 172 Partnership continues after dissolution
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(a) Subject to subsection (b) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and bef…
26 V.I.C. § 173 Right to wind up partnership business
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(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the Superior Court, for good cause shown, may order judicial supervision…
26 V.I.C. § 174 Partner's power to bind partnership after dissolution
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(1) Subject to section 175 of this chapter, a partnership is bound by a partner's act after dissolution that:(1) is appropriate for winding up the partnership business; or(2) would have bound the partnership under section 41 of this chapter before dissolution, if the other party …
26 V.I.C. § 175 Statement of dissolution
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(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnersh…
26 V.I.C. § 176 Partner's liability to other partners after dissolution
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(a) Except as otherwise provided in subsection (b) of this section and section 46 of this chapter, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 174 of this chapter. (b) A partner who, with …
26 V.I.C. § 177 Settlement of accounts and contributions among partners
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(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…
26 V.I.C. § 191 Definitions
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(1) As used in this subchapter, unless the context clearly requires otherwise:(1) “General partner” means a partner in a partnership and a general partner in a limited partnership.(2) “Limited partner” means a limited partner in a limited partnership.(3) “Limited partnership” mea…
26 V.I.C. § 192 Conversion of partnership to limited partnership
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(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partne…
26 V.I.C. § 193 Conversion of limited partnership to partnership
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(a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of …
26 V.I.C. § 194 Effect of conversion; entity unchanged
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(a) A partnership or limited partnership that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect:(1) all property owned by the converting partnership or limited partnership rema…
26 V.I.C. § 195 Merger of partnerships
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(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth:(1) the name of each partnership or limited partnership that is a part…
26 V.I.C. § 196 Effect of merger
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(a) When a merger takes effect:(1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;(2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving en…
26 V.I.C. § 197 Statement of merger
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(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain:(1) the name of each partnership or limited partnership th…
26 V.I.C. § 198 Nonexclusive
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This subchapter is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
26 V.I.C. § 2 Definitions
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(1) As used in this chapter, unless the context clearly requires otherwise:(1) “Business” includes every trade, occupation, and profession.(2) “Debtor in bankruptcy” means a person who is the subject of:(i) an order for relief under Title 11 of the United States Code or a compara…
26 V.I.C. § 21 Partnership as entity
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(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 221 of this chapter.
26 V.I.C. § 22 Formation of partnership
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(a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute other …
26 V.I.C. § 221 Statement of qualification
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(a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a pa…
26 V.I.C. § 222 Name
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The name of a limited liability partnership must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP,” or “LLP”.
26 V.I.C. § 223 Annual report
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(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in the Virgin Islands, shall file an annual report in the Office of the Lieutenant Governor which contains:(1) the name of the limited liability partnership and the St…
26 V.I.C. § 23 Partnership property
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Property acquired by a partnership is property of the partnership and not of the partners individually.
26 V.I.C. § 24 When property is partnership property
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(a) Property is partnership property if acquired in the name of:(1) the partnership; or(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indica…
26 V.I.C. § 241 Law governing foreign limited liability partnership
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(a) The laws under which a foreign limited liability partnership is formed govern relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be den…
26 V.I.C. § 242 Statement of foreign qualification
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(a) Before transacting business in the Virgin Islands, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:(1) the name of the foreign limited liability partnership which satisfies the requirements of the State or oth…
26 V.I.C. § 243 Effect of failure to qualify
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(a) A foreign limited liability partnership transacting business in the Virgin Islands may not maintain an action or proceeding in the Virgin Islands unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have i…
26 V.I.C. § 244 Activities not constituting transacting business
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(a) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of this subchapter include:(1) maintaining, defending, or settling an action or proceeding;(2) holding meetings of its partners or carrying on any other activ…
26 V.I.C. § 245 Action by the Attorney General
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The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in the Virgin Islands in violation of this subchapter.
26 V.I.C. § 271 Uniformity of application and construction
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This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
26 V.I.C. § 272 Severability clause
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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 this chapter which can be given effect without the invalid provision or application, and to this end the provision…
26 V.I.C. § 273 Applicability
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(a) Before January 1, 2000, this chapter governs only a partnership formed:(1) after the effective date of this chapter, unless that partnership is continuing the business of a dissolved partnership under the superseded section 122 of Title 26, Virgin Islands Code; and(2) before …
26 V.I.C. § 274 Savings clause
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This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
26 V.I.C. § 3 Knowledge and notice
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(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person:(1) knows of it;(2) has received a notification of it; or(3) has reason to know it exists from all of the facts known to the person at the time in question. (1) kno…
26 V.I.C. § 4 Effect of partnership agreement; nonwaivable provisions
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(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relati…
26 V.I.C. § 41 Partner agent of partnership
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(1) Subject to the effect of a statement of partnership authority under section 43 of this chapter:(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparentl…
26 V.I.C. § 42 Transfer of partnership property
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(a) Partnership property may be transferred as follows:(1) Subject to the effect of a statement of partnership authority under section 43 of this chapter, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partne…
26 V.I.C. § 43 Statement of partnership authority
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(a) A partnership may file a statement of partnership authority, which:(1) must include:(i) the name of the partnership;(ii) the street address of its chief executive office and of one office in the Virgin Islands, if there is one;(iii) the names and mailing addresses of all of t…
26 V.I.C. § 44 Statement of denial
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A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 43, subsection (b) of this chapter may file a statement of denial stating the name of the partnership and the fact that is being deni…
26 V.I.C. § 45 Partnership liable for partner's actionable conduct
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(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b…
26 V.I.C. § 46 Partner's liability
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(a) Except as otherwise provided in subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partne…
26 V.I.C. § 47 Actions by and against partnership and partners
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(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with section 46 of this chapter, any or all of the partners in the same action or in separate actions. (c) A judgment aga…