Virginia Code 50-73.51: Winding up
A. The winding up of a limited partnership shall be completed 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.
Terms Used In Virginia Code 50-73.51
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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. See Virginia Code 50-73.1
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
- 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
- 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
- Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
- Trustee: A person or institution holding and administering property in trust.
B. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person or persons approved by the limited partners, or if there is more than one class of limited partners, then as approved by each such class, by the affirmative vote of limited partners holding more than 50 percent of the then current interests in the profits of the limited partnership owned by all limited partners or by the limited partners in each class, as appropriate, may wind up the limited partnership’s affairs; however, the circuit court of the locality in which the registered office is located, on cause shown, may wind up the limited partnership’s affairs on application of any partner, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.
C. Upon dissolution of a limited partnership and until the effective date of a certificate of cancellation filed pursuant to § 50-73.52:4, the liquidating trustees, in the name and on behalf of the limited partnership, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited partnership’s business, (iii) dispose of and convey the limited partnership’s property, (iv) discharge or make reasonable provision for the limited partnership’s liabilities, and (v) distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.
1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 188; 2008, c. 586.