Virginia Code 50-73.22:1: Admission of limited partners.
A. A person becomes a limited partner on the later of:
Terms Used In Virginia Code 50-73.22:1
- Certificate of limited partnership: means the certificate referred to in § Virginia Code 50-73.1
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Virginia Code 50-73.1
- Partner: means a limited or general partner. See Virginia Code 50-73.1
- 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
- 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. See Virginia Code 50-73.1
- Person: means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association, corporation, or any other legal or commercial entity. See Virginia Code 50-73.1
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.