{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.112.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.112.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.112.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.112.html"}],"law_id":80105,"edition_id":1,"section_id":80105,"structure_id":16425,"section_number":"50-73.112","catch_line":"Purchase of dissociated partner’s interest","history":"1996, c. 292.","full_text":"A\n\nIf a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 50-73.117, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection B.B\n\nThe buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating partner under subsection B of § 50-73.123 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment.C\n\nDamages for wrongful dissociation under subsection B of § 50-73.110, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.D\n\nA partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 50-73.113.E\n\nIf no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection C.F\n\nIf a deferred payment is authorized under subsection H, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection C, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.G\n\nThe payment or tender required by subsection E or subsection F shall be accompanied by the following:1\n\nA statement of partnership assets and liabilities as of the date of dissociation;2\n\nThe latest available partnership balance sheet and income statement, if any;3\n\nAn explanation of how the estimated amount of the payment was calculated; and4\n\nWritten notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection C, or other terms of the obligation to purchase.H\n\nA partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall bear interest and, to the extent it would not cause undue hardship to the partnership, be adequately secured.I\n\nA dissociated partner may maintain an action against the partnership, pursuant to subdivision B 2 a of § 50-73.103, to determine the buyout price of that partner’s interest, any offsets under subsection C, or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest, any offset due under subsection C, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection H, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney’s fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection G.","order_by":null,"text":{"0":{"id":286833,"text":"If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under § 50-73.117, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection B.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":286834,"text":"The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating partner under subsection B of § 50-73.123 if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":286835,"text":"Damages for wrongful dissociation under subsection B of § 50-73.110, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":286836,"text":"A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 50-73.113.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":286837,"text":"If no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection C.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":286838,"text":"If a deferred payment is authorized under subsection H, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection C, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":286839,"text":"The payment or tender required by subsection E or subsection F shall be accompanied by the following:","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"G1"},"7":{"id":286840,"text":"A statement of partnership assets and liabilities as of the date of dissociation;","type":"section","prefixes":["G","1"],"prefix":"1","entire_prefix":"G1","prefix_anchor":"G1","level":2,"prior_prefix":"G","next_prefix":"G2"},"8":{"id":286841,"text":"The latest available partnership balance sheet and income statement, if any;","type":"section","prefixes":["G","2"],"prefix":"2","entire_prefix":"G2","prefix_anchor":"G2","level":2,"prior_prefix":"G1","next_prefix":"G3"},"9":{"id":286842,"text":"An explanation of how the estimated amount of the payment was calculated; and","type":"section","prefixes":["G","3"],"prefix":"3","entire_prefix":"G3","prefix_anchor":"G3","level":2,"prior_prefix":"G2","next_prefix":"G4"},"10":{"id":286843,"text":"Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection C, or other terms of the obligation to purchase.","type":"section","prefixes":["G","4"],"prefix":"4","entire_prefix":"G4","prefix_anchor":"G4","level":2,"prior_prefix":"G3","next_prefix":"H"},"11":{"id":286844,"text":"A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall bear interest and, to the extent it would not cause undue hardship to the partnership, be adequately secured.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G4","next_prefix":"I"},"12":{"id":286845,"text":"A dissociated partner may maintain an action against the partnership, pursuant to subdivision B 2 a of § 50-73.103, to determine the buyout price of that partner’s interest, any offsets under subsection C, or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest, any offset due under subsection C, and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection H, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney’s fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection G.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"ancestry":[{"id":16425,"edition_id":1,"name":"Partner's Dissociation When Business Not Wound up","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 04:17:28","date_modified":"2026-06-26 04:17:28","permalink":{"id":234867,"object_type":"structure","relational_id":16425,"identifier":"7","token":"50\/2.2\/7","url":"\/50\/2.2\/7\/","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":80105,"structure_id":16425,"section_number":"50-73.112","catch_line":"Purchase of dissociated partner's interest","url":"\/50-73.112\/","token":"50\/2.2\/7\/50-73.112","metadata":false},{"id":68306,"structure_id":16425,"section_number":"50-73.113","catch_line":"Dissociated partner's power to bind partnership","url":"\/50-73.113\/","token":"50\/2.2\/7\/50-73.113","metadata":false},{"id":74806,"structure_id":16425,"section_number":"50-73.114","catch_line":"Dissociated partner's liability to other persons","url":"\/50-73.114\/","token":"50\/2.2\/7\/50-73.114","metadata":false},{"id":69228,"structure_id":16425,"section_number":"50-73.115","catch_line":"Statement of dissociation","url":"\/50-73.115\/","token":"50\/2.2\/7\/50-73.115","metadata":false},{"id":80664,"structure_id":16425,"section_number":"50-73.116","catch_line":"Continued use of partnership name","url":"\/50-73.116\/","token":"50\/2.2\/7\/50-73.116","metadata":false}],"next_section":{"id":68306,"structure_id":16425,"section_number":"50-73.113","catch_line":"Dissociated partner's power to bind partnership","url":"\/50-73.113\/","token":"50\/2.2\/7\/50-73.113","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.112\/","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":74044,"section_number":"50-73.129","catch_line":"Effect of merger","order_by":null,"url":"\/50-73.129\/"}],"refers_to":[{"id":87191,"section_number":"50-73.103","catch_line":"Actions by partnership and partners","order_by":null,"url":"\/50-73.103\/"},{"id":65441,"section_number":"50-73.110","catch_line":"Partner's power to dissociate; wrongful dissociation","order_by":null,"url":"\/50-73.110\/"},{"id":56128,"section_number":"50-73.117","catch_line":"Events causing dissolution and winding up of partnership business","order_by":null,"url":"\/50-73.117\/"},{"id":78618,"section_number":"50-73.123","catch_line":"Settlement of accounts and contributions among partners","order_by":null,"url":"\/50-73.123\/"}],"permalink":{"id":234869,"object_type":"law","relational_id":80105,"identifier":"50-73.112","token":"50\/2.2\/7\/50-73.112","url":"\/50-73.112\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.112\/","token":"50\/2.2\/7\/50-73.112","dublin_core":{"Title":"Purchase of dissociated partner’s interest","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.112","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If a partner is dissociated from a partnership<\/span> without resulting in a dissolution and winding up of the partnership<\/span> business<\/span> under § 50-73.117<\/a>, the partnership<\/span> shall cause the dissociated partner’s interest in the partnership<\/span> to be purchased for a buyout price determined pursuant to subsection B. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating partner under subsection B of § 50-73.123<\/a> if, on the date of dissociation, the assets<\/span> of the partnership<\/span> were sold at a price equal to the greater of the liquidation<\/span> value or the value based on a sale of the entire business<\/span> as a going concern without the dissociated partner and the partnership<\/span> were wound up as of that date. Interest shall be paid from the date of dissociation to the date of payment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Damages<\/span> for wrongful dissociation under subsection B of § 50-73.110<\/a>, and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership<\/span>, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A partnership<\/span> shall indemnify a dissociated partner whose interest is being purchased against all partnership<\/span> liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under § 50-73.113<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If no agreement for the purchase of a dissociated partner’s interest is reached within 120 days after a written demand for payment, the partnership<\/span> shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership<\/span> estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection C. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> If a deferred payment is authorized under subsection H, the partnership<\/span> may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection C, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The payment or tender required by subsection E or subsection F shall be accompanied by the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A statement<\/span> of partnership<\/span> assets<\/span> and liabilities as of the date of dissociation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The latest available partnership<\/span> balance sheet and income statement<\/span>, if any; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An explanation of how the estimated amount of the payment was calculated; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Written notice that the payment is in full satisfaction of the obligation to purchase unless, within 120 days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection C, or other terms of the obligation to purchase. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court<\/span> that earlier payment will not cause undue hardship to the business<\/span> of the partnership<\/span>. A deferred payment shall bear interest and, to the extent it would not cause undue hardship to the partnership<\/span>, be adequately secured. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> A dissociated partner may maintain an action against the partnership<\/span>, pursuant to subdivision B 2 a of § 50-73.103<\/a>, to determine the buyout price of that partner’s interest, any offsets under subsection C, or other terms of the obligation to purchase. The action shall be commenced within 120 days after the partnership<\/span> has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court<\/span> shall determine the buyout price of the dissociated partner’s interest, any offset due under subsection C, and accrued interest, and enter judgment<\/span> for any additional payment or refund. If deferred payment is authorized under subsection H, the court<\/span> shall also determine the security for payment and other terms of the obligation to purchase. The court<\/span> may assess reasonable attorney’s fees and the fees and expenses of appraisers or other experts for a party<\/span> to the action, in amounts the court<\/span> finds equitable<\/span>, against a party<\/span> that the court<\/span> finds acted arbitrarily, vexatiously, or not in good faith. The finding<\/span> may be based on the partnership<\/span>’s failure to tender payment or an offer to pay or to comply with subsection G. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPURCHASE OF DISSOCIATED PARTNER’S INTEREST (\u00a7 50-73.112)\n\nA. If a partner is dissociated from a partnership without resulting in a\ndissolution and winding up of the partnership business under § 50-73.117,\nthe partnership shall cause the dissociated partner’s interest in the\npartnership to be purchased for a buyout price determined pursuant to subsection\nB.\n\nB. The buyout price of a dissociated partner’s interest is the amount that\nwould have been distributable to the dissociating partner under subsection B of\n§ 50-73.123 if, on the date of dissociation, the assets of the partnership\nwere sold at a price equal to the greater of the liquidation value or the value\nbased on a sale of the entire business as a going concern without the\ndissociated partner and the partnership were wound up as of that date. Interest\nshall be paid from the date of dissociation to the date of payment.\n\nC. Damages for wrongful dissociation under subsection B of § 50-73.110, and\nall other amounts owing, whether or not presently due, from the dissociated\npartner to the partnership, shall be offset against the buyout price. Interest\nshall be paid from the date the amount owed becomes due to the date of payment.\n\nD. A partnership shall indemnify a dissociated partner whose interest is being\npurchased against all partnership liabilities, whether incurred before or after\nthe dissociation, except liabilities incurred by an act of the dissociated\npartner under § 50-73.113.\n\nE. If no agreement for the purchase of a dissociated partner’s interest is\nreached within 120 days after a written demand for payment, the partnership\nshall pay, or cause to be paid, in cash to the dissociated partner the amount\nthe partnership estimates to be the buyout price and accrued interest, reduced\nby any offsets and accrued interest under subsection C.\n\nF. If a deferred payment is authorized under subsection H, the partnership may\ntender a written offer to pay the amount it estimates to be the buyout price and\naccrued interest, reduced by any offsets under subsection C, stating the time of\npayment, the amount and type of security for payment, and the other terms and\nconditions of the obligation.\n\nG. The payment or tender required by subsection E or subsection F shall be\naccompanied by the following:\n\n 1. A statement of partnership assets and liabilities as of the date of\n dissociation;\n\n 2. The latest available partnership balance sheet and income statement, if\n any;\n\n 3. An explanation of how the estimated amount of the payment was calculated;\n and\n\n 4. Written notice that the payment is in full satisfaction of the obligation\n to purchase unless, within 120 days after the written notice, the dissociated\n partner commences an action to determine the buyout price, any offsets under\n subsection C, or other terms of the obligation to purchase.\n\nH. A partner who wrongfully dissociates before the expiration of a definite term\nor the completion of a particular undertaking is not entitled to payment of any\nportion of the buyout price until the expiration of the term or completion of\nthe undertaking, unless the partner establishes to the satisfaction of the court\nthat earlier payment will not cause undue hardship to the business of the\npartnership. A deferred payment shall bear interest and, to the extent it would\nnot cause undue hardship to the partnership, be adequately secured.\n\nI. A dissociated partner may maintain an action against the partnership,\npursuant to subdivision B 2 a of § 50-73.103, to determine the buyout price\nof that partner’s interest, any offsets under subsection C, or other terms\nof the obligation to purchase. The action shall be commenced within 120 days\nafter the partnership has tendered payment or an offer to pay or within one year\nafter written demand for payment if no payment or offer to pay is tendered. The\ncourt shall determine the buyout price of the dissociated partner’s\ninterest, any offset due under subsection C, and accrued interest, and enter\njudgment for any additional payment or refund. If deferred payment is authorized\nunder subsection H, the court shall also determine the security for payment and\nother terms of the obligation to purchase. The court may assess reasonable\nattorney’s fees and the fees and expenses of appraisers or other experts\nfor a party to the action, in amounts the court finds equitable, against a party\nthat the court finds acted arbitrarily, vexatiously, or not in good faith. The\nfinding may be based on the partnership’s failure to tender payment or an\noffer to pay or to comply with subsection G.\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}}