{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.102.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.102.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.102.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.102.html"}],"law_id":68178,"edition_id":1,"section_id":68178,"structure_id":14242,"section_number":"50-73.102","catch_line":"General standards of partner’s conduct","history":"1996, c. 292.","full_text":"A\n\nThe only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.B\n\nA partner’s duty of loyalty to the partnership and the other partners is limited to the following:1\n\nTo account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;2\n\nTo refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and3\n\nTo refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.C\n\nA partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.D\n\nA partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.E\n\nA partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.F\n\nThis section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.","order_by":null,"text":{"0":{"id":246773,"text":"The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":246774,"text":"A partner’s duty of loyalty to the partnership and the other partners is limited to the following:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":246775,"text":"To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":246776,"text":"To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":246777,"text":"To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":246778,"text":"A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"6":{"id":246779,"text":"A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"7":{"id":246780,"text":"A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"8":{"id":246781,"text":"This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":14242,"edition_id":1,"name":"Relations of Partners to Each Other and to Partnership","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:47:25","date_modified":"2026-06-26 03:47:25","permalink":{"id":234809,"object_type":"structure","relational_id":14242,"identifier":"4","token":"50\/2.2\/4","url":"\/50\/2.2\/4\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":61034,"structure_id":14242,"section_number":"50-73.100","catch_line":"Distributions in kind","url":"\/50-73.100\/","token":"50\/2.2\/4\/50-73.100","metadata":false},{"id":78859,"structure_id":14242,"section_number":"50-73.101","catch_line":"Partner's rights and duties with respect to information","url":"\/50-73.101\/","token":"50\/2.2\/4\/50-73.101","metadata":false},{"id":68178,"structure_id":14242,"section_number":"50-73.102","catch_line":"General standards of partner's conduct","url":"\/50-73.102\/","token":"50\/2.2\/4\/50-73.102","metadata":false},{"id":87191,"structure_id":14242,"section_number":"50-73.103","catch_line":"Actions by partnership and partners","url":"\/50-73.103\/","token":"50\/2.2\/4\/50-73.103","metadata":false},{"id":67983,"structure_id":14242,"section_number":"50-73.104","catch_line":"Continuation of partnership beyond definite term or particular undertaking","url":"\/50-73.104\/","token":"50\/2.2\/4\/50-73.104","metadata":false},{"id":55472,"structure_id":14242,"section_number":"50-73.99","catch_line":"Partner's rights and duties","url":"\/50-73.99\/","token":"50\/2.2\/4\/50-73.99","metadata":false}],"previous_section":{"id":78859,"structure_id":14242,"section_number":"50-73.101","catch_line":"Partner's rights and duties with respect to information","url":"\/50-73.101\/","token":"50\/2.2\/4\/50-73.101","metadata":false},"next_section":{"id":87191,"structure_id":14242,"section_number":"50-73.103","catch_line":"Actions by partnership and partners","url":"\/50-73.103\/","token":"50\/2.2\/4\/50-73.103","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.102\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":87191,"section_number":"50-73.103","catch_line":"Actions by partnership and partners","order_by":null,"url":"\/50-73.103\/"},{"id":87010,"section_number":"50-73.109","catch_line":"Events causing partner's dissociation","order_by":null,"url":"\/50-73.109\/"},{"id":75780,"section_number":"50-73.111","catch_line":"Effect of partner's dissociation","order_by":null,"url":"\/50-73.111\/"},{"id":68353,"section_number":"50-73.81","catch_line":"Effect of partnership agreement; nonwaivable provisions","order_by":null,"url":"\/50-73.81\/"}],"refers_to":false,"permalink":{"id":234819,"object_type":"law","relational_id":68178,"identifier":"50-73.102","token":"50\/2.2\/4\/50-73.102","url":"\/50-73.102\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.102\/","token":"50\/2.2\/4\/50-73.102","dublin_core":{"Title":"General standards of partner’s conduct","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.102","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The only fiduciary duties a partner owes to the partnership<\/span> and the other partners are the duty of loyalty and the duty of care set forth in subsections B and C. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A partner’s duty of loyalty to the partnership<\/span> and the other partners is limited to the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To account to the partnership<\/span> and hold as trustee for it any property<\/span>, profit, or benefit derived by the partner in the conduct and winding up of the partnership<\/span> business<\/span> or derived from a use by the partner of partnership<\/span> property<\/span>, including the appropriation of a partnership<\/span> opportunity; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To refrain from dealing with the partnership<\/span> in the conduct or winding up of the partnership<\/span> business<\/span> as or on behalf of a party<\/span> having an interest adverse to the partnership<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> To refrain from competing with the partnership<\/span> in the conduct of the partnership<\/span> business<\/span> before the dissolution of the partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A partner’s duty of care to the partnership<\/span> and the other partners in the conduct and winding up of the partnership<\/span> business<\/span> is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement<\/span> and exercise any rights consistently with the obligation of good faith and fair dealing. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A partner does not violate a duty or obligation under this chapter or under the partnership agreement<\/span> merely because the partner’s conduct furthers the partner’s own interest. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> This section applies to a person<\/span> winding up the partnership business<\/span> as the personal or legal representative of the last surviving partner as if the person<\/span> were a partner. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGENERAL STANDARDS OF PARTNER’S CONDUCT (\u00a7 50-73.102)\n\nA. The only fiduciary duties a partner owes to the partnership and the other\npartners are the duty of loyalty and the duty of care set forth in subsections B\nand C.\n\nB. A partner’s duty of loyalty to the partnership and the other partners\nis limited to the following:\n\n 1. To account to the partnership and hold as trustee for it any property,\n profit, or benefit derived by the partner in the conduct and winding up of the\n partnership business or derived from a use by the partner of partnership\n property, including the appropriation of a partnership opportunity;\n\n 2. To refrain from dealing with the partnership in the conduct or winding up\n of the partnership business as or on behalf of a party having an interest\n adverse to the partnership; and\n\n 3. To refrain from competing with the partnership in the conduct of the\n partnership business before the dissolution of the partnership.\n\nC. A partner’s duty of care to the partnership and the other partners in\nthe conduct and winding up of the partnership business is limited to refraining\nfrom engaging in grossly negligent or reckless conduct, intentional misconduct,\nor a knowing violation of law.\n\nD. A partner shall discharge the duties to the partnership and the other\npartners under this chapter or under the partnership agreement and exercise any\nrights consistently with the obligation of good faith and fair dealing.\n\nE. A partner does not violate a duty or obligation under this chapter or under\nthe partnership agreement merely because the partner’s conduct furthers\nthe partner’s own interest.\n\nF. This section applies to a person winding up the partnership business as the\npersonal or legal representative of the last surviving partner as if the person\nwere a partner.\n\nHISTORY: 1996, c. 292.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}