2006 Code of Virginia § 50-73.125 - Conversion of partnership to limited partnership

50-73.125. Conversion of partnership to limited partnership.

A. A partnership may be converted to a limited partnership pursuant to thissection.

B. The terms and conditions of a conversion of a partnership to a limitedpartnership shall be approved by the partners in the manner provided in thepartnership's partnership agreement for amendments to the partnershipagreement or, if no such provision is made in the partnership agreement, byall of the partners.

C. After the conversion is approved by the partners, the partnership shallfile a certificate of limited partnership that meets the requirements of 50-73.11 and includes the following:

1. A statement that the partnership was converted to a limited partnershipfrom a partnership; and

2. The former name of the partnership.

D. The conversion takes effect when the certificate of limited partnership isfiled unless the certificate states that it shall become effective at a latertime and date specified in the certificate. In that event, the certificateshall become effective at the earlier of the time and date so specified or11:59 p.m. on the fifteenth day after the date on which the certificate isfiled with the Commission.

E. A general partner who becomes a limited partner as a result of theconversion remains liable as a general partner for an obligation which isincurred by the partnership before the conversion takes effect. If the otherparty to a transaction with the limited partnership reasonably believes whenentering the transaction that the limited partner is a general partner, thelimited partner is liable for an obligation incurred by the limitedpartnership within ninety days after the conversion takes effect. The limitedpartner's liability for all other obligations of the limited partnershipincurred after the conversion takes effect is that of a limited partner asprovided in Chapter 2.1 ( 50-73.1 et seq.) of this title.

(1996, c. 292; 1997, c. 188.)