Code of Virginia Code - Article 10. Derivative Actions

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

12/26/2024

Article 10. Derivative Actions.

§ 50-73.62. Right of action.

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor to the same extent that a stockholder may bring an action for a derivative suit under the Stock Corporation Act, Chapter 9 (§ 13.1-601 et seq.) of Title 13.1. Such action may be brought if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the limited partners and the partnership in enforcing the right of the partnership.

1985, c. 607.

§ 50-73.63. Proper plaintiff.

In a derivative action, the plaintiff shall be a partner at the time of bringing the action and (i) shall have been a partner at the time of the transaction of which he complains or (ii) his status as a partner shall have devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

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

§ 50-73.64. Pleading.

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure commencement of the action by a general partner or the reasons for not making the effort.

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

§ 50-73.65. Expenses.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, except as hereinafter provided, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him. On termination of the derivative action, the court may require the plaintiff to pay any defendant's reasonable expenses, including reasonable attorney's fees, incurred in defending the action if it finds that the action was commenced without reasonable cause or the plaintiff did not fairly and adequately represent the interests of the limited partners and the partnership in enforcing the right of the partnership.

1985, c. 607.