{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.11_4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.11_4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.11_4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.11_4.html"}],"law_id":73707,"edition_id":1,"section_id":73707,"structure_id":13365,"section_number":"50-73.11:4","catch_line":"Effect of conversion; entity unchanged","history":"2007, c. 631.","full_text":"A\n\nA general partnership that has been converted to a limited partnership pursuant to § 50-73.11:3, former § 50-73.11:1, or former § 50-73.125 shall be deemed for all purposes the same entity that existed before the conversion.B\n\nWhen such conversion takes effect:1\n\nThe title to real estate and other property owned by the converting general partnership remains vested in the converted limited partnership;2\n\nAll obligations of the converting general partnership continue as obligations of the converted limited partnership; and3\n\nAn action or proceeding pending against the converting general partnership may be continued as if the conversion had not occurred.C\n\nA general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the general partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner’s liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in this chapter.D\n\nIf the converting general partnership is formed under the laws of the Commonwealth and is registered with the Commission as a registered limited liability partnership at the time of conversion, the registration as a registered limited liability partnership shall continue as to the converted limited partnership upon the effective date and time of the conversion.","order_by":null,"text":{"0":{"id":265098,"text":"A general partnership that has been converted to a limited partnership pursuant to § 50-73.11:3, former § 50-73.11:1, or former § 50-73.125 shall be deemed for all purposes the same entity that existed before the conversion.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":265099,"text":"When such conversion takes effect:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":265100,"text":"The title to real estate and other property owned by the converting general partnership remains vested in the converted limited partnership;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":265101,"text":"All obligations of the converting general partnership continue as obligations of the converted limited 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":265102,"text":"An action or proceeding pending against the converting general partnership may be continued as if the conversion had not occurred.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":265103,"text":"A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the general partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within 90 days after the conversion takes effect. The limited partner’s liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"6":{"id":265104,"text":"If the converting general partnership is formed under the laws of the Commonwealth and is registered with the Commission as a registered limited liability partnership at the time of conversion, the registration as a registered limited liability partnership shall continue as to the converted limited partnership upon the effective date and time of the conversion.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.11:4\/","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":false,"refers_to":[{"id":79917,"section_number":"50-73.11:1","catch_line":"Repealed","order_by":null,"url":"\/50-73.11_1\/"},{"id":56436,"section_number":"50-73.11:3","catch_line":"Conversion of general partnership to limited partnership","order_by":null,"url":"\/50-73.11_3\/"},{"id":85037,"section_number":"50-73.125","catch_line":"Repealed","order_by":null,"url":"\/50-73.125\/"}],"permalink":{"id":234387,"object_type":"law","relational_id":73707,"identifier":"50-73.11:4","token":"50\/2.1\/2\/50-73.11_4","url":"\/50-73.11_4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.11_4\/","token":"50\/2.1\/2\/50-73.11_4","dublin_core":{"Title":"Effect of conversion; entity unchanged","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.11:4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A general partnership that has been converted to a limited partnership<\/span> pursuant to § 50-73.11:3<\/a>, former § 50-73.11:1<\/a>, or former § 50-73.125<\/a> shall be deemed for all purposes the same entity<\/span> that existed before the conversion. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When such conversion takes effect: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The title to real estate and other property owned by the converting general partnership remains vested in the converted limited partnership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All obligations of the converting general partnership continue as obligations of the converted limited partnership<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> An action or proceeding pending against the converting general partnership may be continued as if the conversion had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A general partner<\/span> who becomes a limited partner<\/span> as a result of the conversion remains liable as a general partner<\/span> for an obligation incurred by the general partnership before the conversion takes effect. If the other party<\/span> to a transaction with the limited partnership<\/span> reasonably believes when entering the transaction that the limited partner<\/span> is a general partner<\/span>, the limited partner<\/span> is liable for an obligation incurred by the limited partnership<\/span> within 90 days after the conversion takes effect. The limited partner<\/span>’s liability for all other obligations of the limited partnership<\/span> incurred after the conversion takes effect is that of a limited partner<\/span> as provided in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the converting general partnership is formed under the laws<\/span> of the Commonwealth and is registered with the Commission<\/span> as a registered limited liability partnership<\/span> at the time of conversion, the registration as a registered limited liability partnership<\/span> shall continue as to the converted limited partnership<\/span> upon the effective date and time of the conversion. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF CONVERSION; ENTITY UNCHANGED (\u00a7 50-73.11:4)\n\nA. A general partnership that has been converted to a limited partnership\npursuant to § 50-73.11:3, former § 50-73.11:1, or former §\n50-73.125 shall be deemed for all purposes the same entity that existed before\nthe conversion.\n\nB. When such conversion takes effect:\n\n 1. The title to real estate and other property owned by the converting general\n partnership remains vested in the converted limited partnership;\n\n 2. All obligations of the converting general partnership continue as\n obligations of the converted limited partnership; and\n\n 3. An action or proceeding pending against the converting general partnership\n may be continued as if the conversion had not occurred.\n\nC. A general partner who becomes a limited partner as a result of the conversion\nremains liable as a general partner for an obligation incurred by the general\npartnership before the conversion takes effect. If the other party to a\ntransaction with the limited partnership reasonably believes when entering the\ntransaction that the limited partner is a general partner, the limited partner\nis liable for an obligation incurred by the limited partnership within 90 days\nafter the conversion takes effect. The limited partner’s liability for all\nother obligations of the limited partnership incurred after the conversion takes\neffect is that of a limited partner as provided in this chapter.\n\nD. If the converting general partnership is formed under the laws of the\nCommonwealth and is registered with the Commission as a registered limited\nliability partnership at the time of conversion, the registration as a\nregistered limited liability partnership shall continue as to the converted\nlimited partnership upon the effective date and time of the conversion.\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}}