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3 chapters · 168 sections in this title.
Va. Code Ann. § 50-73.103 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 equ…
Va. Code Ann. § 50-73.104 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 …
Va. Code Ann. § 50-73.27 Admission of additional general partners
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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 th…
Va. Code Ann. § 50-73.28 Events of withdrawal
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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. T…
Va. Code Ann. § 50-73.29 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 of a partner in a partnership without limited partners. B. Except as provided in this chapter, a general partner of a limited partnership ha…
Va. Code Ann. § 50-73.30 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…
Va. Code Ann. § 50-73.31 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.
Va. Code Ann. § 50-73.99 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. Ch…
Va. Code Ann. § 50-73.105 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.
Va. Code Ann. § 50-73.106 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.
Va. Code Ann. § 50-73.107 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 th…
Va. Code Ann. § 50-73.108 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. To the extent so charged, the judgment creditor has only the right to receive any d…
Va. Code Ann. § 50-73.32 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.
Va. Code Ann. § 50-73.33 Liability for contribution
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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 li…
Va. Code Ann. § 50-73.34 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…
Va. Code Ann. § 50-73.35 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…
Va. Code Ann. § 50-73.109 Events causing partner's dissociation
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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 on a later date specified by the partner in the notice or, if no later date is specified, the …
Va. Code Ann. § 50-73.110 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 subdivision 1 of § 50-73.109. B. A partner's dissociation is wrongful only if: 1. It is in breach of an express provision of the partnership agreement; or 2. In the case of…
Va. Code Ann. § 50-73.111 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, Article 8 applies; otherwise, Article 7 applies. B. Upon a partner's dissociation: 1. The partner's right to participate in the management and conduct of the partnership business t…
Va. Code Ann. § 50-73.36 Interim distributions
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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.
Va. Code Ann. § 50-73.37 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…
Va. Code Ann. § 50-73.38 Withdrawal of limited partner
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A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in writing in the partnership agreement.
Va. Code Ann. § 50-73.39:1 No right to distribution upon withdrawal
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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 pa…
Va. Code Ann. § 50-73.40 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 the partnership agreement, a part…
Va. Code Ann. § 50-73.41 Right to distribution
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At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Va. Code Ann. § 50-73.42 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 …
Va. Code Ann. § 50-73.43 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 …
Va. Code Ann. § 50-73.112 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 § 50-73.117, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursu…
Va. Code Ann. § 50-73.113 Dissociated partner's power to bind partnership
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A. For one year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the partnership unde…
Va. Code Ann. § 50-73.114 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. …
Va. Code Ann. § 50-73.115 Statement of dissociation
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A. A dissociated partner named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to subsection B of § 50-73.93 or a partnership that has filed a statement of partnership authority that has not been canceled may file a statemen…
Va. Code Ann. § 50-73.116 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.
Va. Code Ann. § 50-73.44 Nature of partnership interest
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A partnership interest is personal property.
Va. Code Ann. § 50-73.45 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…
Va. Code Ann. § 50-73.46:1 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 assignee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. To the extent so charged, the judgment creditor has only the right to receive any dis…
Va. Code Ann. § 50-73.47 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 (i) the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement, or (ii) all …
Va. Code Ann. § 50-73.48 Power of estate of deceased or incapacitated partner
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If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incapacitated, the partner's executor, administrator, conservator, or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administ…
Va. Code Ann. § 50-73.48:1 Merger
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A. Pursuant to a written plan of merger, a domestic limited partnership that has filed a certificate of limited partnership with the Commission that is not canceled may merge with one or more domestic or foreign partnerships, limited partnerships, limited liability companies, bus…
Va. Code Ann. § 50-73.48:2 Approval of merger by domestic limited partnership
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A. Each domestic limited partnership that is to be a party to a proposed merger shall approve the proposed merger, unless the partnership agreement of that limited partnership provides otherwise, by the unanimous vote of the partners of the partnership. However, a provision of a …
Va. Code Ann. § 50-73.48:3 Articles of merger
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A. After a plan of merger is approved by each domestic or foreign limited partnership, limited liability company, business trust or corporation that is a party to the merger, the surviving domestic or foreign partnership, limited partnership, limited liability company, business t…
Va. Code Ann. § 50-73.48:4 Effect of merger
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When a merger takes effect: 1. The separate existence of every domestic limited partnership that is a party to the merger except the surviving domestic limited partnership, if any, ceases; 2. The title to all real estate and other property owned by each domestic limited partnersh…
Va. Code Ann. § 50-73.48:5 Abandonment of merger
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A. Unless otherwise provided in the plan of merger or in the laws under which a foreign limited partnership or a domestic or foreign other business entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been approved as required by …
Va. Code Ann. § 50-73.117 Events causing dissolution and winding up of partnership business
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A partnership is dissolved, and its business shall 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 subdivisions 2 through 12 of § 50-73…
Va. Code Ann. § 50-73.118 Partnership continues after dissolution
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A. Subject to subsection B, 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 before the winding up o…
Va. Code Ann. § 50-73.119 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 circuit court, for good cause shown, may order judicial supervision o…
Va. Code Ann. § 50-73.120 Partner's power to bind partnership after dissolution
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Subject to § 50-73.121, 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 § 50-73.91 before dissolution, if the other party to the transaction did not have noti…
Va. Code Ann. § 50-73.121 Statement of dissolution
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A. After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution for a partnership that has filed a statement of partnership authority that has not been canceled stating the name of the partnership, the identification number issued by the Com…
Va. Code Ann. § 50-73.122 Partner's liability to other partners after dissolution
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A. Except as otherwise provided in subsection B of this section or in subsection C of § 50-73.96, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under § 50-73.120. B. A partner who, with knowledge of the d…
Va. Code Ann. § 50-73.123 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, shall be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any s…
Va. Code Ann. § 50-73.49 Dissolution generally
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A limited partnership formed under this chapter or that has filed an amended and restated certificate of limited partnership in compliance with subsection D of § 50-73.77 is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following even…