Virginia · statute · Va. Code tit. 50 · 168 active provisions
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 any cash, property, services rendered, or…
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 limited liability partnership, comply with…
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 the limited partnership name is distin…
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 shall be kept the records required to b…
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 that sets forth: 1. The name of the dome…
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) that the agent resigns from serving as regi…
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 notary public, may designate a natural…
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 copy of the certificate of limited part…
A limited partnership may carry on any business that a partnership without limited partners may carry on.
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.
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 foreign limited partnership authorized to…
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 street and number, if any, of the limited p…
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 partnership agreement for amendments to…
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 to real estate and other property owned…
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. Within 30 days after the happening of an…
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 pursuant to § 50-73.77 shall be signed by…
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 registered agent is located, to direct the execut…
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 to the Commission for filing and shall…
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, and any general partner who knew or sh…
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 limited partnership and that a person des…
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.
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 partnership, shall be required to file…
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 partnership's initial certificate of limited pa…
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.
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. However, if the limited partner participa…