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3 chapters · 168 sections in this title.
Va. Code Ann. § 50-73.1 Definitions
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As used in this chapter, unless the context requires a different meaning: "Certificate of limited partnership" means the certificate referred to in § 50-73.11, and the certificate as amended or restated. "Commission" means the State Corporation Commission. "Contribution" means an…
Va. Code Ann. § 50-73.10 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.
Va. Code Ann. § 50-73.10:1 Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty
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It shall be unlawful for any person to transact business in the Commonwealth as a limited partnership or to offer or advertise to transact business in the Commonwealth as a limited partnership unless the alleged limited partnership is either a domestic limited partnership or a fo…
Va. Code Ann. § 50-73.2 Name
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A. A limited partnership name, as set forth in its certificate of limited partnership, shall either (i) contain the words "limited partnership" or "a limited partnership" or the abbreviations "L.P." or "LP" or (ii) in the case of a limited partnership that is also a registered li…
Va. Code Ann. § 50-73.3 Reserved name
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A. A person may apply to the Commission to reserve the exclusive use of a limited partnership name, including a designated name for a foreign limited partnership. The limited partnership name applied for need not comply with subsection A of § 50-73.2. If the Commission finds that…
Va. Code Ann. § 50-73.4 Principal office, registered office, and registered agent
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A. Each domestic limited partnership and each foreign limited partnership registered to transact business in the Commonwealth shall continuously maintain: 1. A principal office, which shall be a place of its business and which may but need not be within the Commonwealth, at which…
Va. Code Ann. § 50-73.5 Change of registered office or registered agent
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A. A limited partnership or a foreign limited partnership registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission …
Va. Code Ann. § 50-73.6 Resignation of registered agent
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A. A registered agent may resign as agent for the domestic or foreign limited partnership by signing and filing with the Commission a statement of resignation stating (i) the name of the limited partnership or foreign limited partnership, (ii) the name of the agent, and (iii) tha…
Va. Code Ann. § 50-73.7 Service on limited partnership
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A. A domestic or foreign limited partnership's registered agent is the limited partnership's agent for service of process, notice, or demand required or permitted by law to be served on the limited partnership. The registered agent, by instrument in writing, acknowledged before a…
Va. Code Ann. § 50-73.79 Definitions
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In this chapter: "Business" includes every trade, occupation, and profession. "Commission" means the State Corporation Commission of Virginia. "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 compar…
Va. Code Ann. § 50-73.8 Records to be kept
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A. Each limited partnership shall keep at its principal office 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 and the limited partners in alphabetical order; 2. A…
Va. Code Ann. § 50-73.80 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. C. A pers…
Va. Code Ann. § 50-73.81 Effect of partnership agreement; nonwaivable provisions
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A. Except as otherwise provided in subsection B, 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 relations among the partn…
Va. Code Ann. § 50-73.82 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 § 6.2-302.
Va. Code Ann. § 50-73.83 Execution, filing, and recording of statements; effective time and date; refunds; penalty
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A. A statement may be filed with the Commission. A duly authenticated copy of a statement that is filed in an office in another state may be filed with the Commission. Either filing has the effect provided in this chapter with respect to partnership property located in or transac…
Va. Code Ann. § 50-73.84 Law governing internal relations
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A. Except as provided in subsection B, the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership. B. The law of this Commonwealth shall govern relations among the partners and betw…
Va. Code Ann. § 50-73.85 Transactions between partner and partnership
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A partner may lend money to and transact other business with the partnership, and as to each loan or transaction, the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
Va. Code Ann. § 50-73.86 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.
Va. Code Ann. § 50-73.9 Nature of business
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A limited partnership may carry on any business that a partnership without limited partners may carry on.
Va. Code Ann. § 50-73.11 Certificate of limited partnership
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A. In order to form a limited partnership, a certificate of limited partnership shall be executed and filed with the Commission and shall set forth: 1. The name of the limited partnership that satisfies the requirements of § 50-73.2; 2. The post office address, including the stre…
Va. Code Ann. § 50-73.11:3 Conversion of general partnership to limited partnership
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A. A domestic or foreign general partnership may convert to a limited partnership pursuant to this section. B. The terms and conditions of a conversion of a general partnership to a limited partnership shall be approved by the partners in the manner provided in the partnership's …
Va. Code Ann. § 50-73.11:4 Effect of conversion; entity unchanged
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A. A general partnership that has been converted to a limited partnership pursuant to § 50-73.11:3, former § 50-73.11:1, or former § 50-73.125 shall be deemed for all purposes the same entity that existed before the conversion. B. When such conversion takes effect: 1. The title t…
Va. Code Ann. § 50-73.12 Amendment of certificate
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A. A certificate of limited partnership is amended by filing with the Commission a certificate of amendment setting forth: 1. The name of the limited partnership; 2. The date of filing of the initial certificate of limited partnership; and 3. The amendment to the certificate. B. …
Va. Code Ann. § 50-73.15 Execution of documents; penalty
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A. Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner: 1. An initial certificate of limited partnership and an amended and restated certificate of limited partnership p…
Va. Code Ann. § 50-73.16 Execution by judicial act
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If a person required by § 50-73.15 to execute any certificate fails or refuses to do so, any other person, who is adversely affected by the failure or refusal, may petition any circuit court, with general equity jurisdiction in the city or county where the office of the registere…
Va. Code Ann. § 50-73.17 Filing; fees; effective time and date
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A. 1. One signed copy of the certificate of limited partnership, of any amended and restated certificate referred to in § 50-73.77, of any certificate of amendment or cancellation, of any restated certificate of limited partnership or of any articles of merger shall be delivered …
Va. Code Ann. § 50-73.18 Liability for false statement in certificate
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If any certificate filed pursuant to this chapter contains a false or inaccurate 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 it on his behalf, and knew…
Va. Code Ann. § 50-73.19 Scope of notice
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The fact that a certificate of limited partnership has been filed in accordance with the provisions of this chapter or the Virginia Uniform Limited Partnership Act, Chapter 2 (§ 50-44 et seq.) of this title, as it existed prior to its repeal, is notice that the partnership is a l…
Va. Code Ann. § 50-73.20 Delivery of certificates to limited partners
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Upon the filing with the clerk of the Commission, pursuant to § 50-73.17, of a certificate, the general partners shall promptly deliver or mail a true copy of the certificate of limited partnership to each limited partner unless the partnership agreement provides otherwise.
Va. Code Ann. § 50-73.21 Assumed or fictitious names
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Notwithstanding any other provision of the law, no partnership organized under this chapter which is conducting or transacting business in this Commonwealth under the name of the partnership set forth in a certificate filed pursuant to § 50-73.17, nor any partner of that limited …
Va. Code Ann. § 50-73.87 Partnership as entity
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A partnership is an entity distinct from its partners.
Va. Code Ann. § 50-73.88 Formation of partnership
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A. Except as otherwise provided in subsection B, 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 than this chapter, a…
Va. Code Ann. § 50-73.89 Partnership property
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Property acquired by a partnership is property of the partnership and not of the partners individually.
Va. Code Ann. § 50-73.90 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 indicat…
Va. Code Ann. § 50-73.22:1 Admission of limited partners
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A. A person becomes a limited partner on the later of: 1. The date the original certificate of limited partnership is filed; or 2. The date stated in the records of the limited partnership as the date that person becomes a limited partner. B. After the filing of a limited partner…
Va. Code Ann. § 50-73.23 Voting
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Subject to § 50-73.24, the partnership agreement may grant to all or a specified group of the limited partners the right to vote upon any matter, on a per capita or other basis, upon any matter.
Va. Code Ann. § 50-73.24 Liability to third parties
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A. Except as provided in subsection D, 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 of the business. H…
Va. Code Ann. § 50-73.25 Person erroneously believing himself limited partner
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A. Except as provided in subsection B of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligat…
Va. Code Ann. § 50-73.26 Information
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Each limited partner has the right, subject to such reasonable standards as set forth in the partnership agreement, to: 1. Inspect and copy any of the partnership records required to be maintained by § 50-73.8; and 2. Obtain from the general partners from time to time upon reason…
Va. Code Ann. § 50-73.91 Partner agent of partnership
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Subject to the effect of a statement of partnership authority under § 50-73.93: 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 apparently carrying on in the…
Va. Code Ann. § 50-73.92 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 § 50-73.93, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partners…
Va. Code Ann. § 50-73.93 Statement of partnership authority
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A. A partnership may file a statement of partnership authority, which: 1. Shall include: a. The name of the partnership; b. The name of the state or other jurisdiction under whose law it is formed, and if the partnership was previously authorized or registered to transact busines…
Va. Code Ann. § 50-73.94 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 subsection B of § 50-73.93 may file a statement of denial stating the name of the partnership and the fact that is being denied, which may in…
Va. Code Ann. § 50-73.95 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. …
Va. Code Ann. § 50-73.96 Partner's liability
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A. Except as otherwise provided in subsection B or subsection C, 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 partnership is not …
Va. Code Ann. § 50-73.97 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, except as provided in § 50-73.96, against any or all of the partners in the same action or in separate actions. C. A judgment against a partnership is not…
Va. Code Ann. § 50-73.98 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, rely…
Va. Code Ann. § 50-73.100 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.
Va. Code Ann. § 50-73.101 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 principal 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 records …
Va. Code Ann. § 50-73.102 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. B. A partner's duty of loyalty to the partnership and the other partners is limited to the following: 1. To account…