Code of Virginia - Title 50 - PARTNERSHIPS - Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act (as of 7/1/2008)

§ 50-73.1. Definitions.

As used in this chapter, unless the context otherwise requires:

"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 promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner.

"Domestic business trust" has the same meaning as specified in § 13.1-1201.

"Domestic corporation" has the same meaning as specified in § 13.1-603.

"Domestic limited liability company" has the same meaning as specified in § 13.1-1002.

"Domestic partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under § 50-73.88, or predecessor law of this Commonwealth, and includes, for all purposes of the laws of this Commonwealth, a registered limited liability partnership.

"Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in § 50-73.28.

"Foreign business trust" has the same meaning as specified in § 13.1-1201.

"Foreign corporation" has the same meaning as specified in § 13.1-603.

"Foreign limited liability company" has the same meaning as specified in § 13.1-1002.

"Foreign limited partnership" means a partnership formed under the laws of any state or jurisdiction other than this Commonwealth and having as partners one or more general partners and one or more limited partners.

"Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than this Commonwealth, and includes, for all purposes of the laws of this Commonwealth, a foreign registered limited liability partnership.

"Foreign registered limited liability partnership" has the same meaning as specified in § 50-73.79.

"General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

"Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

"Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this Commonwealth and having one or more general partners and one or more limited partners.

"Liquidating trustee" means a person, other than a general partner, but including a limited partner, who carries out the winding up of a limited partnership as provided in this chapter.

"Partner" means a limited or general partner.

"Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

"Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

"Person" means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation or any other legal or commercial entity.

"Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign partnership or a registered limited liability partnership are located.

"Registered limited liability partnership" means a limited partnership or general partnership formed under the laws of the Commonwealth that is registered under § 50-73.132.

"State" means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1992, c. 575; 1997, c. 190; 2003, c. 340; 2007, c. 631.)

§ 50-73.2. Name.

The name of each limited partnership as set forth in its certificate of limited partnership:

1. 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 limited liability partnership, comply with the requirements of clause (ii) of subdivision A 2 of § 50-73.78;

2. May not contain the name of a limited partner unless (i) it is also the name of a general partner or the corporate name of a corporate general partner, or (ii) the business of the limited partnership had been carried on under that name before the admission of that limited partner;

3. [Repealed.]

4. Shall be distinguishable upon the records of the Commission from:

a. The name of a domestic limited partnership or a foreign limited partnership registered pursuant to this chapter;

b. A limited partnership name reserved under this chapter;

c. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in this Commonwealth;

d. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of this Commonwealth or authorized to transact business in this Commonwealth;

e. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;

f. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in this Commonwealth;

g. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in this Commonwealth;

h. A limited liability company name reserved under § 13.1-1013;

i. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in this Commonwealth;

j. The name of a domestic business trust or a foreign business trust registered to transact business in this Commonwealth;

k. A business trust name reserved under § 13.1-1215; and

l. The designated name adopted by a foreign business trust because its real name is unavailable for use in this Commonwealth; and

5. Shall not contain the word "Corporation" or "Incorporated" or the abbreviation "Corp." or "Inc."

The Commission, in determining whether the name of a limited partnership is distinguishable upon its records from the name of any of the business entities listed in subdivision 4, shall not consider any word, phrase, abbreviation, or designation required or permitted under this section and § 13.1-544.1, subsection A of § 13.1-630, subsection A of § 13.1-1012, § 13.1-1104, and subdivision A 2 of § 50-73.78 to be contained in the name of a business entity formed or organized under the laws of this Commonwealth or authorized or registered to transact business in this Commonwealth.

(1985, c. 607; 1987, c. 702; 1998, c. 163; 2003, cc. 340, 592; 2005, c. 379.)

§ 50-73.3. Reservation of name.

A. The exclusive right to the use of a limited partnership name may be reserved by:

1. Any person intending to organize a limited partnership under this chapter and to adopt that name;

2. Any domestic limited partnership or any foreign limited partnership registered in this Commonwealth which, in either case, intends to adopt that name;

3. Any foreign limited partnership intending to register in this Commonwealth and adopt that name; or

4. Any person intending to organize a foreign limited partnership and intending to have it registered in this Commonwealth and adopt that name.

B. The reservation shall be made by delivering to the Commission an application, executed by the applicant, to reserve a specified name. If the Commission finds that the limited partnership name is available for use by a domestic or foreign limited partnership, it shall file the application and reserve the name for the exclusive use of the applicant for a period of 120 days. The owner of a reserved limited partnership name may renew the reservation for successive 120-day periods each by filing with the Commission, during the 45-day period preceding the date of expiration of the reservation, a renewal application. The owner of a reserved limited partnership name may transfer the reservation to any other person by delivering to the Commission a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

(1985, c. 607; 2006, c. 505.)

§ 50-73.4. Specified office, registered office, and registered agent.

A. Each domestic limited partnership and each foreign limited partnership registered to transact business in the Commonwealth shall continuously maintain:

1. A specified 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 be maintained by § 50-73.8;

2. A registered office in the Commonwealth that may be the same as any of its places of business; and

3. A registered agent, who shall be either:

a. An individual who is a resident of the Commonwealth and is either (i) a general partner of the limited partnership, (ii) an officer or director of a corporate general partner of the limited partnership, (iii) a general partner of a general partner of the limited partnership, (iv) a member or manager of a limited liability company that is a general partner of the limited partnership, (v) a trustee of a trust that is a general partner of the limited partnership, or (vi) a member of the Virginia State Bar and whose business office is identical with the registered office; or

b. A domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.

B. The sole duty of the registered agent is to forward to the limited partnership or foreign limited partnership at its last known address any process, notice or demand that is served on the registered agent.

(1985, c. 607; 1987, c. 702; 1993, c. 292; 2000, cc. 162, 537; 2001, cc. 517, 541; 2007, c. 631.)

§ 50-73.5. Change of registered office or registered agent.

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 domestic or foreign limited partnership;

2. The address of its current registered office;

3. If the current registered office is to be changed, the post office address, with the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;

4. The name of its current registered agent;

5. If the current registered agent is to be changed, the name of the new registered agent; and

6. That after the change or changes are made, the limited partnership or foreign limited partnership will be in compliance with the requirements of § 50-73.4.

B. A statement of change shall forthwith be filed with the Commission by a limited partnership or foreign limited partnership registered to transact business in the Commonwealth whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 50-73.4.

C. Except as provided in subsection D, a statement of change shall be executed on behalf of a domestic or foreign limited partnership by a general partner or a liquidating trustee or, if there are no general partners or liquidating trustees, by a limited partner.

D. If (i) the business address of a registered agent changes to another place within the Commonwealth, (ii) the name of a registered agent changes, or (iii) a registered agent merges into an entity that is qualified to serve as a registered agent pursuant to § 50-73.4, the registered agent or surviving entity shall forthwith file a statement as required above except that it need be signed, either manually or in facsimile, only by the registered agent or the surviving entity and must recite that a copy of the statement has been mailed to the domestic or foreign limited partnership on whose behalf it is to be filed at its specified office.

(1985, c. 607; 1987, c. 702; 1991, c. 225; 2003, c. 597; 2007, c. 631.)

§ 50-73.6. Resignation of registered agent.

A. A registered agent may resign his agency appointment by signing and filing with the Commission a statement of resignation accompanied by his certification that he has mailed a copy thereof by certified mail to the business address of any general partner set forth in the limited partnership's certificate of limited partnership.

B. The agency appointment is terminated on the thirty-first day after the date on which the statement was filed.

(1985, c. 607.)

§ 50-73.7. Service on limited partnership.

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 person or persons in the office of the registered agent upon whom any such process, notice or demand may be served. Whenever any such person accepts service of process, a photographic copy of such instrument shall be attached to the return.

B. Whenever a domestic or foreign limited partnership fails to appoint or maintain a registered agent in the Commonwealth, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the clerk of the Commission shall be an agent of the limited partnership upon whom service may be made in accordance with § 12.1-19.1.

C. This section does not prescribe the only means, or necessarily the required means, of serving a domestic or foreign limited partnership.

(1985, c. 607; 1991, c. 672; 2001, cc. 517, 541; 2007, c. 631.)

§ 50-73.8. Records to be kept.

A. Each limited partnership shall keep at the specified office required to be maintained by § 50-73.4 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 partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

3. Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;

4. Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; and

5. Unless contained in a written partnership agreement, a writing setting out:

a. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

b. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

c. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

d. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

B. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

(1985, c. 607; 1987, c. 702.)

§ 50-73.9. Nature of business.

A limited partnership may carry on any business that a partnership without limited partners may carry on.

(1985, c. 607.)

§ 50-73.10. Business transactions of partner with partnership.

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.

(1985, c. 607.)

§ 50-73.10:1. Unlawful to transact or offer to transact business as a limited partnership unless authorized; penalty.

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 transact business in the Commonwealth. Any person who violates this section shall be guilty of a Class 1 misdemeanor.

(2007, c. 631.)

§ 50-73.11. Certificate of limited partnership.

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, with the street and number, if any, of the limited partnership's initial registered office, the name of the city or county in which it is located, the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a general partner of the limited partnership, an officer or director of a corporate general partner of the limited partnership, a general partner of a general partner of the limited partnership, a member or manager of a limited liability company that is a general partner of the limited partnership, a trustee of a trust that is a general partner of the limited partnership, or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth;

3. The name and the post office address, with the street and number, if any, of each general partner and, if a general partner is a business entity, the jurisdiction under whose law it is incorporated, organized, or formed and, if the general partner is of record with the Commission, the identification number issued by the Commission to such general partner; and

4. The post office address, with the street and number, if any, of the specified office of the limited partnership, which may be the same as the registered office but need not be within the Commonwealth.

B. The certificate of limited partnership may set forth any other matter that the general partners determine to include therein.

C. A limited partnership is formed at the time of the filing of the certificate of limited partnership with the Commission unless a later date and time are specified in the certificate of limited partnership as provided by § 50-73.17 if, in either case, there has been substantial compliance with the requirements of this section.

(1985, c. 607; 1987, c. 702; 1993, c. 292; 2001, cc. 517, 541; 2003, c. 378; 2007, c. 631.)

§ 50-73.11:1.

Repealed by Acts 2002, c. 441, cl. 2.

§ 50-73.11:2.

Repealed by Acts 2007, c. 631, cl. 4.

§ 50-73.11:3. Conversion of general partnership to limited partnership.

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 the partnership agreement or, if no such provision is made in the partnership agreement, by all of the partners.

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

1. The name of the former general partnership and the identification number issued by the Commission to the general partnership, if any;

2. The jurisdiction under whose law the general partnership was formed immediately prior to the filing of the certificate of limited partnership;

3. If the former general partnership is registered with the Commission as a registered limited liability partnership, a statement to that effect;

4. A statement that the conversion of the general partnership to a limited partnership was approved by the partners in accordance with the provisions of subsection B.

(2007, c. 631.)

§ 50-73.11:4. Effect of conversion; entity unchanged.

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 by the converting general partnership remains vested in the converted limited partnership;

2. All obligations of the converting general partnership continue as obligations of the converted limited partnership; and

3. An action or proceeding pending against the converting general partnership may be continued as if the conversion had not occurred.

C. A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the general partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in this chapter.

D. If the converting general partnership is formed under the laws of the Commonwealth and is registered with the Commission as a registered limited liability partnership at the time of conversion, the registration as a registered limited liability partnership shall continue as to the converted limited partnership upon the effective date and time of the conversion.

(2007, c. 631.)

§ 50-73.12. (Effective until April 1, 2009) Amendment of certificate.

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 any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

1. The admission of a new general partner;

2. The withdrawal of a general partner;

3. The continuation of the business under § 50-73.49 after an event of withdrawal of a general partner;

4. A change in the name of the limited partnership or the address of the specified office; or

5. One or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee.

C. A general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.

D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

E. If an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier.

F. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

G. A liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section.

H. Upon the effective date and time of a certificate of amendment as provided by § 50-73.17, the certificate of limited partnership shall be amended as set forth therein.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631.)

§ 50-73.12. (Effective April 1, 2009) Amendment of certificate.

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 any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

1. The admission of a new general partner;

2. The withdrawal of a general partner;

3. The continuation of the business under § 50-73.49 after an event of withdrawal of a general partner;

4. A change in the name of the limited partnership or the address of the specified office; or

5. One or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee.

C. A general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.

D. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

E. An amendment to a certificate of limited partnership may delete the name of the initial registered agent and the address of the initial registered office if a statement of change described in § 50-73.5 is on file with the Commission.

F. If an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier.

G. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

H. A liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section.

I. Upon the effective date and time of a certificate of amendment as provided by § 50-73.17, the certificate of limited partnership shall be amended as set forth therein.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631; 2008, c. 586.)

§ 50-73.13. (Repealed effective April 1, 2009) Cancellation of certificate.

A. A certificate of limited partnership shall be canceled upon the dissolution and when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners.

B. When the affairs of a limited partnership have been wound up, it shall file a certificate of cancellation with the Commission setting forth:

1. The name of the limited partnership;

2. The date of filing of its initial certificate of limited partnership;

3. The reason for filing the certificate of cancellation; and

4. Any other information the persons filing the certificate determine to include therein.

C. Upon the effective date and time of a certificate of cancellation as provided by § 50-73.17, the certificate of limited partnership shall be canceled.

(1985, c. 607; 1990, c. 343; 1993, c. 292; 2007, c. 631.)

§ 50-73.14.

Repealed by Acts 1987, c. 702.

§ 50-73.15. (Effective until April 1, 2009) Execution of certificates.

A. Each certificate required or permitted by this article to be filed as specified in §§ 50-73.11 through 50-73.13 and articles of merger referred to in § 50-73.48:3 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 all general partners;

2. A certificate of amendment shall be signed by (i) at least one general partner and by each other general partner designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation as provided in § 50-73.13, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, each liquidating trustee;

3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and

4. The articles of merger shall be signed by at least one general partner.

B. Every person executing a document shall sign it and state beneath or opposite his signature his name and the capacity in which he executes the document. Any signature may be a facsimile. Any person may sign a certificate by an attorney-in-fact.

C. The execution of a certificate or statement by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631.)

§ 50-73.15. (Effective April 1, 2009) Execution of documents.

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 all general partners;

2. A certificate of amendment shall be signed (i) by at least one general partner and by each other general partner designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;

3. A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and

4. The articles of merger shall be signed by at least one general partner.

B. Every person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he executes the document. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.

C. The execution of a certificate or statement by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

D. The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.

(1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631; 2008, c. 586.)

§ 50-73.16. Execution by judicial act.

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 execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the plaintiff to prepare and file with the Commission an appropriate certificate.

(1985, c. 607; 1987, c. 702.)

§ 50-73.17. (Effective until April 1, 2009) Filing; fees; effective time and date.

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 be accompanied by the required filing fee.

2. Any document delivered to the Commission for filing shall be typewritten or printed in black. Photocopies, or other reproduced copies, of typewritten or printed certificates may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.

3. The document shall be in the English language. A limited partnership name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of limited partnership or partnership agreement, duly authenticated by the official having custody of the applicable records in the state or other jurisdiction under whose law the limited partnership is formed, which is required of foreign limited partnerships, need not be in English if accompanied by a reasonably authenticated English translation.

4. If, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.

5. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. If the Commission finds that the certificate complies with the provisions of this chapter, that it has been signed as required by this chapter, and that the required filing fee has been paid, it shall file the certificate and admit it to record in its office. A signature on any document filed under this chapter may be a facsimile.

6. The Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to § 59.1-496.

B. The Commission shall charge and collect the following fees:

1. For filing any one of the following, the fee shall be $10:

a. An application to reserve or to renew the reservation of a name for use by a domestic or a foreign limited partnership;

b. A notice of the transfer of a name reserved for the use by a domestic or a foreign limited partnership; and

c. A certificate declaring withdrawal referred to in § 50-73.25.

2. For filing any one of the following, the fee shall be $100:

a. A certificate of limited partnership referred to in § 50-73.11 or 50-73.11:3;

b. An application for registration as a foreign limited partnership;

c. An amended and restated certificate of limited partnership referred to in § 50-73.77.

3. For filing any one of the following, the fee shall be $25:

a. A certificate of amendment referred to in § 50-73.12;

b. A restated certificate of limited partnership referred to in § 50-73.12;

c. A certificate of correction referred to in § 50-73.57;

d. Articles of merger referred to in § 50-73.48:3;

e. An instrument of merger referred to in § 50-73.57:2;

f. An instrument of entity conversion referred to in § 50-73.57:3;

g. A certificate of cancellation referred to in § 50-73.13; and

h. A certificate of cancellation referred to in § 50-73.58.

4. For issuing a certificate pursuant to § 50-73.76:1, the fee shall be $6.

C.

1. A certificate filed with or issued by the Commission pursuant to the provisions of this chapter is effective at the time such certificate is filed or issued unless the certificate or articles to which the certificate relates are filed on behalf of a limited partnership and state that they shall become effective at a later time and date. In that event, the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is filed with or issued by the Commission. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.

2. Notwithstanding subdivision 1 of this subsection, any certificate that has a delayed effective time and date shall not become effective if, prior to the effective time and date, a party to which the certificate relates files a request for cancellation with the Commission and the Commission, by order, cancels the certificate.

3. Notwithstanding subdivision 1 of this subsection, for purposes of §§ 50-73.2 and 50-73.56, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is filed.

(1985, c. 607; 1987, c. 702; 1991, c. 434; 1992, c. 575; 1993, c. 292; 1995, cc. 70, 368; 2000, c. 995; 2002, c. 441; 2004, c. 274; 2007, cc. 631, 771.)

§ 50-73.17. (Effective April 1, 2009) Filing; fees; effective time and date.

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 be accompanied by the required filing fee.

2. Any document delivered to the Commission for filing shall be typewritten or printed in black. Photocopies, or other reproduced copies, of typewritten or printed certificates may be filed. In every case, information in the document shall be legible and the document shall be capable of being reformatted and reproduced in copies of archival quality.

3. The document shall be in the English language. A limited partnership name need not be in English if written in English letters or Arabic or Roman numerals. The certificate of limited partnership or partnership agreement, duly authenticated by the official having custody of the applicable records in the state or other jurisdiction under whose law the limited partnership is formed, which is required of foreign limited partnerships, need not be in English if accompanied by a reasonably authenticated English translation.

4. If, pursuant to any provision of this chapter, the Commission has prescribed a mandatory form for the document, the document shall be in or on the prescribed form.

5. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. If the Commission finds that the certificate complies with the provisions of this chapter, that it has been signed as required by this chapter, and that the required filing fee has been paid, it shall file the certificate and admit it to record in its office.

6. The Commission may accept the electronic filing of any information required or permitted to be filed by this chapter and may prescribe the methods of execution, recording, reproduction and certification of electronically filed information pursuant to § 59.1-496.

B. The Commission shall charge and collect the following fees:

1. For filing any one of the following, the fee shall be $10:

a. An application to reserve or to renew the reservation of a name for use by a domestic or a foreign limited partnership;

b. A notice of the transfer of a name reserved for the use by a domestic or a foreign limited partnership; and

c. A certificate declaring withdrawal referred to in § 50-73.25.

2. For filing any one of the following, the fee shall be $100:

a. A certificate of limited partnership referred to in § 50-73.11 or 50-73.11:3;

b. An application for registration as a foreign limited partnership; and

c. An amended and restated certificate of limited partnership referred to in § 50-73.77.

3. For filing any one of the following, the fee shall be $25:

a. A certificate of amendment referred to in § 50-73.12;

b. A restated certificate of limited partnership referred to in § 50-73.12;

c. A copy of an amendment or correction referred to in § 50-73.57, or an amended application referred to in § 50-73.57, provided that an amended application shall not require a separate fee when it is filed with a copy of an amendment or a correction referred to in § 50-73.57;

d. Articles of merger referred to in § 50-73.48:3;

e. An instrument of merger referred to in § 50-73.57:2;

f. An instrument of entity conversion referred to in § 50-73.57:3;

g. A certificate of cancellation referred to in § 50-73.52:4; and

h. A certificate of cancellation referred to in § 50-73.58.

4. For issuing a certificate pursuant to § 50-73.76:1, the fee shall be $6.

C.

1. A certificate filed with or issued by the Commission pursuant to the provisions of this chapter is effective at the time such certificate is filed or issued unless the certificate or articles to which the certificate relates are filed on behalf of a limited partnership and state that they shall become effective at a later time and date. In that event, the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is filed with or issued by the Commission. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.

2. Notwithstanding subdivision 1 of this subsection, as to any certificate that has a delayed effective time and date if, prior to the effective time and date, a party to which the certificate relates files a request for cancellation with the Commission, the Commission shall cancel the certificate and it shall not become effective.

3. Notwithstanding subdivision 1 of this subsection, for purposes of §§ 50-73.2 and 50-73.56, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is filed or, in the case of a certificate of merger, issued.

(1985, c. 607; 1987, c. 702; 1991, c. 434; 1992, c. 575; 1993, c. 292; 1995, cc. 70, 368; 2000, c. 995; 2002, c. 441; 2004, c. 274; 2007, cc. 631, 771; 2008, c. 586.)

§ 50-73.18. Liability for false statement in certificate.

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 should have known, the statement to be false in any material respect at the time the certificate was executed; and

2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any material respect, if that general partner had sufficient time to cancel or amend the certificate, or to file a petition for its cancellation or amendment under § 50-73.16 before the statement was reasonably relied upon.

(1985, c. 607; 1987, c. 702.)

§ 50-73.19. Scope of notice.

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 designated as a general partner is a general partner, but shall not be deemed to be notice of any other fact.

(1985, c. 607; 1987, c. 702.)

§ 50-73.20. Delivery of certificates to limited partners.

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.

(1985, c. 607; 1987, c. 702; 1991, c. 434.)

§ 50-73.21. Assumed or fictitious names.

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 any assumed or fictitious name or comparable certificate solely for such conduct or transaction of partnership business.

(1985, c. 607; 1987, c. 702.)

§ 50-73.22.

Repealed by Acts 1987, c. 702.

§ 50-73.22:1. Admission of limited partners.

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 partnership, a person may be admitted as an additional limited partner:

1. In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

2. In the case of an assignee of a partnership interest of a partner who has the power, as provided in § 50-73.47, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

(1987, c. 702.)

§ 50-73.23. Voting.

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.

(1985, c. 607; 1987, c. 702.)

§ 50-73.24. Liability t