{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.11_3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.11_3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.11_3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.11_3.html"}],"law_id":56436,"edition_id":1,"section_id":56436,"structure_id":13365,"section_number":"50-73.11:3","catch_line":"Conversion of general partnership to limited partnership","history":"2007, c. 631.","full_text":"A\n\nA domestic or foreign general partnership may convert to a limited partnership pursuant to this section.B\n\nThe terms and conditions of a conversion of a general partnership to a limited partnership shall be approved by the partners in the manner provided in the partnership’s partnership agreement for amendments to the partnership agreement or, if no such provision is made in the partnership agreement, by all of the partners.C\n\nAfter the conversion is approved by the partners, the general partnership shall file a certificate of limited partnership that meets the requirements of \u00a7 50-73.11 and includes the following:1\n\nThe name of the former general partnership and the identification number issued by the Commission to the general partnership, if any;2\n\nThe jurisdiction under whose law the general partnership was formed immediately prior to the filing of the certificate of limited partnership;3\n\nIf the former general partnership is registered with the Commission as a registered limited liability partnership, a statement to that effect;4\n\nA statement that the conversion of the general partnership to a limited partnership was approved by the partners in accordance with the provisions of subsection B.","order_by":null,"text":{"0":{"id":206620,"text":"A domestic or foreign general partnership may convert to a limited partnership pursuant to this section.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":206621,"text":"The terms and conditions of a conversion of a general partnership to a limited partnership shall be approved by the partners in the manner provided in the partnership’s partnership agreement for amendments to the partnership agreement or, if no such provision is made in the partnership agreement, by all of the partners.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":206622,"text":"After the conversion is approved by the partners, the general partnership shall file a certificate of limited partnership that meets the requirements of \u00a7 50-73.11 and includes the following:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":206623,"text":"The name of the former general partnership and the identification number issued by the Commission to the general partnership, if any;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":206624,"text":"The jurisdiction under whose law the general partnership was formed immediately prior to the filing of the certificate of limited partnership;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":206625,"text":"If the former general partnership is registered with the Commission as a registered limited liability partnership, a statement to that effect;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":206626,"text":"A statement that the conversion of the general partnership to a limited partnership was approved by the partners in accordance with the provisions of subsection B.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3"}},"ancestry":[{"id":13365,"edition_id":1,"name":"Formation: Certificate of Limited Partnership","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 03:44:43","date_modified":"2026-06-26 03:44:43","permalink":{"id":234369,"object_type":"structure","relational_id":13365,"identifier":"2","token":"50\/2.1\/2","url":"\/50\/2.1\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13364,"edition_id":1,"name":"Virginia Revised Uniform Limited Partnership Act","identifier":"2.1","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:43","date_modified":"2026-06-26 03:44:43","permalink":{"id":234243,"object_type":"structure","relational_id":13364,"identifier":"2.1","token":"50\/2.1","url":"\/50\/2.1\/","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":54341,"structure_id":13365,"section_number":"50-73.11","catch_line":"Certificate of limited partnership","url":"\/50-73.11\/","token":"50\/2.1\/2\/50-73.11","metadata":false},{"id":79917,"structure_id":13365,"section_number":"50-73.11:1","catch_line":"Repealed","url":"\/50-73.11_1\/","token":"50\/2.1\/2\/50-73.11_1","metadata":false},{"id":85560,"structure_id":13365,"section_number":"50-73.11:2","catch_line":"Repealed","url":"\/50-73.11_2\/","token":"50\/2.1\/2\/50-73.11_2","metadata":false},{"id":56436,"structure_id":13365,"section_number":"50-73.11:3","catch_line":"Conversion of general partnership to limited partnership","url":"\/50-73.11_3\/","token":"50\/2.1\/2\/50-73.11_3","metadata":false},{"id":73707,"structure_id":13365,"section_number":"50-73.11:4","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.11_4\/","token":"50\/2.1\/2\/50-73.11_4","metadata":false},{"id":60036,"structure_id":13365,"section_number":"50-73.12","catch_line":"Amendment of certificate","url":"\/50-73.12\/","token":"50\/2.1\/2\/50-73.12","metadata":false},{"id":56306,"structure_id":13365,"section_number":"50-73.13","catch_line":"Repealed","url":"\/50-73.13\/","token":"50\/2.1\/2\/50-73.13","metadata":false},{"id":83201,"structure_id":13365,"section_number":"50-73.14","catch_line":"Repealed","url":"\/50-73.14\/","token":"50\/2.1\/2\/50-73.14","metadata":false},{"id":59951,"structure_id":13365,"section_number":"50-73.15","catch_line":"Execution of documents; penalty","url":"\/50-73.15\/","token":"50\/2.1\/2\/50-73.15","metadata":false},{"id":56523,"structure_id":13365,"section_number":"50-73.16","catch_line":"Execution by judicial act","url":"\/50-73.16\/","token":"50\/2.1\/2\/50-73.16","metadata":false},{"id":63507,"structure_id":13365,"section_number":"50-73.17","catch_line":"Filing; fees; effective time and date","url":"\/50-73.17\/","token":"50\/2.1\/2\/50-73.17","metadata":false},{"id":84784,"structure_id":13365,"section_number":"50-73.18","catch_line":"Liability for false statement in certificate","url":"\/50-73.18\/","token":"50\/2.1\/2\/50-73.18","metadata":false},{"id":59728,"structure_id":13365,"section_number":"50-73.19","catch_line":"Scope of notice","url":"\/50-73.19\/","token":"50\/2.1\/2\/50-73.19","metadata":false},{"id":56043,"structure_id":13365,"section_number":"50-73.20","catch_line":"Delivery of certificates to limited partners","url":"\/50-73.20\/","token":"50\/2.1\/2\/50-73.20","metadata":false},{"id":87254,"structure_id":13365,"section_number":"50-73.21","catch_line":"Assumed or fictitious names","url":"\/50-73.21\/","token":"50\/2.1\/2\/50-73.21","metadata":false}],"previous_section":{"id":85560,"structure_id":13365,"section_number":"50-73.11:2","catch_line":"Repealed","url":"\/50-73.11_2\/","token":"50\/2.1\/2\/50-73.11_2","metadata":false},"next_section":{"id":73707,"structure_id":13365,"section_number":"50-73.11:4","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.11_4\/","token":"50\/2.1\/2\/50-73.11_4","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.11:3\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 631<\/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":73707,"section_number":"50-73.11:4","catch_line":"Effect of conversion; entity unchanged","order_by":null,"url":"\/50-73.11_4\/"}],"refers_to":[{"id":54341,"section_number":"50-73.11","catch_line":"Certificate of limited partnership","order_by":null,"url":"\/50-73.11\/"}],"permalink":{"id":234383,"object_type":"law","relational_id":56436,"identifier":"50-73.11:3","token":"50\/2.1\/2\/50-73.11_3","url":"\/50-73.11_3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.11_3\/","token":"50\/2.1\/2\/50-73.11_3","dublin_core":{"Title":"Conversion of general partnership to limited partnership","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.11:3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A domestic or foreign general partnership may convert to a limited partnership<\/span> pursuant to this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The terms and conditions of a conversion of a general partnership to a limited partnership<\/span> shall be approved by the partners<\/span> in the manner provided in the partnership’s partnership agreement<\/span> for amendments to the partnership agreement<\/span> or, if no such provision is made in the partnership agreement<\/span>, by all of the partners<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> After the conversion is approved by the partners<\/span>, the general partnership shall file a certificate of limited partnership<\/span> that meets the requirements of \u00a7 50-73.11<\/a> and includes the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the former general partnership and the identification number issued by the Commission<\/span> to the general partnership, if any; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The jurisdiction<\/span> under whose law<\/span> the general partnership was formed immediately prior to the filing of the certificate of limited partnership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the former general partnership is registered with the Commission<\/span> as a registered limited liability partnership<\/span>, a statement to that effect; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the conversion of the general partnership to a limited partnership was approved by the partners<\/span> in accordance with the provisions of subsection B. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONVERSION OF GENERAL PARTNERSHIP TO LIMITED PARTNERSHIP (\u00a7 50-73.11:3)\n\nA. A domestic or foreign general partnership may convert to a limited\npartnership pursuant to this section.\n\nB. The terms and conditions of a conversion of a general partnership to a\nlimited partnership shall be approved by the partners in the manner provided in\nthe partnership’s partnership agreement for amendments to the partnership\nagreement or, if no such provision is made in the partnership agreement, by all\nof the partners.\n\nC. After the conversion is approved by the partners, the general partnership\nshall file a certificate of limited partnership that meets the requirements of\n\u00a7 50-73.11 and includes the following:\n\n 1. The name of the former general partnership and the identification number\n issued by the Commission to the general partnership, if any;\n\n 2. The jurisdiction under whose law the general partnership was formed\n immediately prior to the filing of the certificate of limited partnership;\n\n 3. If the former general partnership is registered with the Commission as a\n registered limited liability partnership, a statement to that effect;\n\n 4. A statement that the conversion of the general partnership to a limited\n partnership was approved by the partners in accordance with the provisions of\n subsection B.\n\nHISTORY: 2007, c. 631.","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}}