Virginia Code 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.
Terms Used In Virginia Code 50-73.11:3
- Certificate of limited partnership: means the certificate referred to in § Virginia Code 50-73.1
- Commission: means the State Corporation Commission. See Virginia Code 50-73.1
- Includes: means includes, but not limited to. See Virginia Code 1-218
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- 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. See Virginia Code 50-73.1
- Registered limited liability partnership: means a limited partnership or general partnership formed under the laws of the Commonwealth that is registered under § Virginia Code 50-73.1
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.