Code of Virginia

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Code of Virginia
Title 50. Partnerships
Chapter 2.1. Virginia Revised Uniform Limited Partnership Act

§ 50-73.78. Limited partnership as registered limited liability partnership.

A. A limited partnership is a registered limited liability partnership as well as a limited partnership if it:

1. Registers as a limited liability partnership as provided in § 50-73.132 of the Virginia Uniform Partnership Act (§ 50-73.79 et seq.), as permitted by its written partnership agreement or, if its written partnership agreement is silent, with the consent of partners required to amend its written partnership agreement, provided that, notwithstanding the provisions of subsection C of § 50-73.83, a statement of registration as a limited liability partnership filed by a limited partnership shall be executed by any one or more authorized general partners; and

2. Has a name that either: (i) complies with the requirements of clause (i) of subsection A of § 50-73.2 and subsection A of § 50-73.133 or (ii) contains the words "Registered Limited Liability Limited Partnership" or "Limited Liability Limited Partnership" or the abbreviation "R.L.L.L.P." or "L.L.L.P." or the designation "RLLLP" or "LLLP."

B. In applying § 50-73.132 to a limited partnership, all references to partners mean general partners.

C. If a limited partnership is a registered limited liability partnership, § 50-73.96 applies to its general partners and to any of its limited partners who, under other provisions of this chapter, are liable for the debts or obligations of the partnership.

D. If a limited partnership is a registered limited liability partnership, except to the extent that the provisions of this section and Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 make a distinction between a domestic partnership and a limited partnership, the provisions of Article 9.1 (§ 50-73.132 et seq.) of Chapter 2.2 shall apply to a limited partnership to the same extent that such provisions apply to a domestic partnership that has registered for status as a registered limited liability partnership.

1995, c. 116; 1996, c. 292; 1998, c. 163; 2007, c. 631; 2012, c. 63.

The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.