There is a newer version of the Code of Virginia
2015 Code of Virginia
Title 50 - Partnerships
Chapter 1. GENERAL PARTNERSHIPS [Repealed]- § 50-1. Repealed
- § 50-43.12. Repealed
- § 50-44. Repealed
- § 50-73. Repealed
Article 1. GENERAL PROVISIONS
- § 50-73.1. Definitions
- § 50-73.2. Name
- § 50-73.3. Reserved name
- § 50-73.4. Principal office, registered office, and registered agent
- § 50-73.5. Change of registered office or registered agent
- § 50-73.6. Resignation of registered agent
- § 50-73.7. Service on limited partnership
- § 50-73.8. Records to be kept
- § 50-73.9. Nature of business
- § 50-73.10. Business transactions of partner with partnership
- § 50-73.10:1. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty
Article 2. FORMATION: CERTIFICATE OF LIMITED PARTNERSHIP
- § 50-73.11. Certificate of limited partnership
- § 50-73.11:1. Repealed
- § 50-73.11:2. Repealed
- § 50-73.11:3. Conversion of general partnership to limited partnership
- § 50-73.11:4. Effect of conversion; entity unchanged
- § 50-73.12. Amendment of certificate
- § 50-73.13. Repealed
- § 50-73.14. Repealed
- § 50-73.15. Execution of documents; penalty
- § 50-73.16. Execution by judicial act
- § 50-73.17. Filing; fees; effective time and date
- § 50-73.18. Liability for false statement in certificate
- § 50-73.19. Scope of notice
- § 50-73.20. Delivery of certificates to limited partners
- § 50-73.21. Assumed or fictitious names
Article 3. LIMITED PARTNERS
- § 50-73.22. Repealed
- § 50-73.22:1. Admission of limited partners
- § 50-73.23. Voting
- § 50-73.24. Liability to third parties
- § 50-73.25. Person erroneously believing himself limited partner
- § 50-73.26. Information
Article 4. GENERAL PARTNERS
- § 50-73.27. Admission of additional general partners
- § 50-73.28. Events of withdrawal
- § 50-73.29. General powers and liabilities
- § 50-73.30. Contributions by general partner
- § 50-73.31. Voting
Article 5. FINANCE
- § 50-73.32. Form of contribution
- § 50-73.33. Liability for contribution
- § 50-73.34. Sharing of profits and losses
- § 50-73.35. Sharing of distributions
Article 6. DISTRIBUTIONS AND WITHDRAWAL
- § 50-73.36. Interim distributions
- § 50-73.37. Withdrawal of general partner
- § 50-73.38. Withdrawal of limited partner
- § 50-73.39. Repealed
- § 50-73.39:1. No right to distribution upon withdrawal
- § 50-73.40. Distribution in kind
- § 50-73.41. Right to distribution
- § 50-73.42. Limitations on distribution
- § 50-73.43. Liability upon return of contribution
Article 7. ASSIGNMENT OF PARTNERSHIP INTERESTS
- § 50-73.44. Nature of partnership interest
- § 50-73.45. Assignment of partnership interest
- § 50-73.46. Repealed
- § 50-73.46:1. Partner's transferable interest subject to charging order
- § 50-73.47. Right of assignee to become limited partner
- § 50-73.48. Power of estate of deceased or incapacitated partner
Article 7.1. MERGER
- § 50-73.48:1. Merger
- § 50-73.48:2. Approval of merger by domestic limited partnership
- § 50-73.48:3. Articles of merger
- § 50-73.48:4. Effect of merger
Article 8. DISSOLUTION
- § 50-73.49. Dissolution generally
- § 50-73.50. Judicial dissolution
- § 50-73.51. Winding up
- § 50-73.52. Distribution of assets
- § 50-73.52:1. Known claims against dissolved limited partnership
- § 50-73.52:2. Other claims against dissolved limited partnership
- § 50-73.52:3. Court proceedings
- § 50-73.52:4. Certificate of cancellation
- § 50-73.52:5. Automatic cancellation of limited partnership existence
- § 50-73.52:6. Involuntary cancellation of limited partnership existence
- § 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist
Article 9. FOREIGN LIMITED PARTNERSHIPS
- § 50-73.53. Authority to transact business required; governing law
- § 50-73.54. Application for certificate of registration
- § 50-73.55. Repealed
- § 50-73.56. Name
- § 50-73.57. Amendments; amended applications for registration
- § 50-73.57:1. Liability for false statement in application
- § 50-73.57:2. Merger of foreign limited partnership registered to transact business in Commonwealth
- § 50-73.57:3. Entity conversion of foreign limited partnership registered to transact business in Commonwealth
- § 50-73.58. Voluntary cancellation of certificate of registration
- § 50-73.58:1. Automatic cancellation of certificate of registration
- § 50-73.58:2. Involuntary cancellation of certificate of registration
- § 50-73.58:3. Reinstatement of a certificate of registration that has been canceled
- § 50-73.59. Transaction of business without registration
- § 50-73.60. Action by Attorney General
- § 50-73.61. Transactions not constituting transacting business
Article 10. DERIVATIVE ACTIONS
Article 11. ANNUAL REGISTRATION FEES
- § 50-73.66. Annual registration fees to be assessed and collected by Commission; application of payment
- § 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships
- § 50-73.68. Repealed
- § 50-73.69. Penalty for failure to timely pay annual registration fee
- § 50-73.70. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds
- § 50-73.71. Collection by suit and of unpaid bills
Article 12. MISCELLANEOUS
- § 50-73.72. Construction and application
- § 50-73.73. Short title
- § 50-73.74. Repealed
- § 50-73.75. Rules for cases not provided for in this chapter
- § 50-73.76. Application to existing limited partnership
- § 50-73.76:1. Property title records
- § 50-73.77. Transition and savings provisions
- § 50-73.78. Limited partnership as registered limited liability partnership
Article 1. GENERAL PROVISIONS
- § 50-73.79. Definitions
- § 50-73.80. Knowledge and notice
- § 50-73.81. Effect of partnership agreement; nonwaivable provisions
- § 50-73.82. Supplemental principles of law
- § 50-73.83. Execution, filing, and recording of statements; refunds; penalty
- § 50-73.84. Law governing internal relations
- § 50-73.85. Transactions between partner and partnership
- § 50-73.86. Partnership subject to amendment or repeal of chapter
Article 2. NATURE OF PARTNERSHIP
- § 50-73.87. Partnership as entity
- § 50-73.88. Formation of partnership
- § 50-73.89. Partnership property
- § 50-73.90. When property is partnership property
Article 3. RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP
- § 50-73.91. Partner agent of partnership
- § 50-73.92. Transfer of partnership property
- § 50-73.93. Statement of partnership authority
- § 50-73.94. Statement of denial
- § 50-73.95. Partnership liable for partner's actionable conduct
- § 50-73.96. Partner's liability
- § 50-73.97. Actions by and against partnership and partners
- § 50-73.98. Liability of purported partner
Article 4. RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
- § 50-73.99. Partner's rights and duties
- § 50-73.100. Distributions in kind
- § 50-73.101. Partner's rights and duties with respect to information
- § 50-73.102. General standards of partner's conduct
- § 50-73.103. Actions by partnership and partners
- § 50-73.104. Continuation of partnership beyond definite term or particular undertaking
Article 5. TRANSFEREES AND CREDITORS OF PARTNER
- § 50-73.105. Partner not co-owner of partnership property
- § 50-73.106. Partner's transferable interest in partnership
- § 50-73.107. Transfer of partner's transferable interest
- § 50-73.108. Partner's transferable interest subject to charging order
Article 6. PARTNER'S DISSOCIATION
- § 50-73.109. Events causing partner's dissociation
- § 50-73.110. Partner's power to dissociate; wrongful dissociation
- § 50-73.111. Effect of partner's dissociation
Article 7. PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
- § 50-73.112. Purchase of dissociated partner's interest
- § 50-73.113. Dissociated partner's power to bind partnership
- § 50-73.114. Dissociated partner's liability to other persons
- § 50-73.115. Statement of dissociation
- § 50-73.116. Continued use of partnership name
Article 8. WINDING UP PARTNERSHIP BUSINESS
- § 50-73.117. Events causing dissolution and winding up of partnership business
- § 50-73.118. Partnership continues after dissolution
- § 50-73.119. Right to wind up partnership business
- § 50-73.120. Partner's power to bind partnership after dissolution
- § 50-73.121. Statement of dissolution
- § 50-73.122. Partner's liability to other partners after dissolution
- § 50-73.123. Settlement of accounts and contributions among partners
Article 9. CONVERSIONS AND MERGERS
- § 50-73.124. Definitions
- § 50-73.125. Repealed
- § 50-73.126. Conversion of limited partnership to partnership
- § 50-73.127. Effect of conversion; entity unchanged
- § 50-73.128. Merger of partnerships
- § 50-73.129. Effect of merger
- § 50-73.130. Repealed
- § 50-73.131. Statement of merger
Article 9.1. REGISTERED LIMITED LIABILITY PARTNERSHIPS
- § 50-73.132. Registered limited liability partnerships
- § 50-73.133. Name of registered limited liability partnership
- § 50-73.134. Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status
- § 50-73.135. Registered office and registered agent
- § 50-73.136. Amendment of statement of registration; effect of statement of registration
- § 50-73.137. Cancellation of a registered limited liability partnership
- § 50-73.137:1. Effect of cancellation of limited partnership certificate or registration
- § 50-73.137:2. Known claims against dissolved registered limited liability partnership
- § 50-73.137:3. Other claims against dissolved registered limited liability partnership
- § 50-73.137:4. Court proceedings
- § 50-73.138. Registration of foreign registered limited liability partnerships
- § 50-73.139. Withdrawal of a foreign registered limited liability partnership
- § 50-73.140. Effect of failure of foreign registered limited liability partnership to register
- § 50-73.141. Applicability of chapter to foreign and interstate commerce
- § 50-73.142. Limited partnerships as registered limited liability partnerships
- § 50-73.143. Registration certificate required for registered limited liability partnership engaged in practice of law
Article 10. MISCELLANEOUS PROVISIONS
- § 50-73.144. Application and construction
- § 50-73.145. Short title
- § 50-73.146. Repealed
- § 50-73.147. Applicability
- § 50-73.148. Transition
- § 50-73.149. Savings clause
- § 50-73.150. Property title records
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