{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.12.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.12.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.12.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.12.html"}],"law_id":60036,"edition_id":1,"section_id":60036,"structure_id":13365,"section_number":"50-73.12","catch_line":"Amendment of certificate","history":"1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631; 2008, c. 586; 2010, c. 675.","full_text":"A\n\nA certificate of limited partnership is amended by filing with the Commission a certificate of amendment setting forth:1\n\nThe name of the limited partnership;2\n\nThe date of filing of the initial certificate of limited partnership; and3\n\nThe amendment to the certificate.B\n\nWithin 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:1\n\nThe admission of a new general partner;2\n\nThe withdrawal of a general partner;3\n\nThe continuation of the business under § 50-73.49 after an event of withdrawal of a general partner;4\n\nA change in the name of the limited partnership or the address of the principal office; or5\n\nOne or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee.C\n\nA general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.D\n\nA certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.E\n\nAn amendment to a certificate of limited partnership may delete the name of the initial registered agent or the address of the initial registered office if a statement of change described in § 50-73.5 is on file with the Commission.F\n\nIf an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier.G\n\nA restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.H\n\nA liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section.I\n\nUpon the effective date and time of a certificate of amendment as provided by § 50-73.17, the certificate of limited partnership shall be amended as set forth therein.","order_by":null,"text":{"0":{"id":219754,"text":"A certificate of limited partnership is amended by filing with the Commission a certificate of amendment setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":219755,"text":"The name of the limited partnership;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":219756,"text":"The date of filing of the initial certificate of limited partnership; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":219757,"text":"The amendment to the certificate.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":219758,"text":"Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":219759,"text":"The admission of a new general partner;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":219760,"text":"The withdrawal of a general partner;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"7":{"id":219761,"text":"The continuation of the business under § 50-73.49 after an event of withdrawal of a general partner;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"8":{"id":219762,"text":"A change in the name of the limited partnership or the address of the principal office; or","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"9":{"id":219763,"text":"One or more liquidating trustees commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"10":{"id":219764,"text":"A general partner who becomes aware that any material statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any material respect, shall promptly amend the certificate.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"11":{"id":219765,"text":"A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"12":{"id":219766,"text":"An amendment to a certificate of limited partnership may delete the name of the initial registered agent or the address of the initial registered office if a statement of change described in § 50-73.5 is on file with the Commission.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"13":{"id":219767,"text":"If an amendment to a certificate of limited partnership is filed in compliance with subsection B of this section, no person shall be subject to liability because the amendment was not filed earlier.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"14":{"id":219768,"text":"A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"15":{"id":219769,"text":"A liquidating trustee shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"16":{"id":219770,"text":"Upon the effective date and time of a certificate of amendment as provided by § 50-73.17, the certificate of limited partnership shall be amended as set forth therein.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.12\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 607 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. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 6 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1987, chapter 702; in 1990, chapter 343; in 1993, chapter 292; in 2007, chapter 631<\/a>; in 2008, chapter 586<\/a>; in 2010, chapter 675<\/a>.<\/p>","references":false,"refers_to":[{"id":63507,"section_number":"50-73.17","catch_line":"Filing; fees; effective time and date","order_by":null,"url":"\/50-73.17\/"},{"id":54868,"section_number":"50-73.49","catch_line":"Dissolution generally","order_by":null,"url":"\/50-73.49\/"},{"id":69732,"section_number":"50-73.5","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/50-73.5\/"}],"permalink":{"id":234391,"object_type":"law","relational_id":60036,"identifier":"50-73.12","token":"50\/2.1\/2\/50-73.12","url":"\/50-73.12\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.12\/","token":"50\/2.1\/2\/50-73.12","dublin_core":{"Title":"Amendment of certificate","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.12","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A certificate of limited partnership<\/span> is amended by filing with the Commission<\/span> a certificate of amendment setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the limited partnership; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date of filing of the initial certificate of limited partnership<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The amendment to the certificate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Within 30 days after the happening of any of the following events, an amendment to a certificate of limited partnership<\/span> reflecting the occurrence of the event or events shall be filed: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The admission of a new general partner<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The withdrawal of a general partner<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The continuation of the business under § 50-73.49<\/a> after an event of withdrawal of a general partner<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A change in the name of the limited partnership or the address of the principal office<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> One or more liquidating trustees<\/span> commence the winding up of the affairs of the limited partnership, in which event the certificate of amendment shall include the name and the business, residence or mailing address of each liquidating trustee<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A general partner who becomes aware that any material<\/span> statement in a certificate of limited partnership<\/span> was false when made or that any arrangements or other facts<\/span> described have changed, making the certificate inaccurate in any material<\/span> respect, shall promptly amend<\/span> the certificate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A certificate of limited partnership<\/span> may be amended at any time for any other proper purpose the general partners<\/span> determine. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> An amendment to a certificate of limited partnership<\/span> may delete the name of the initial registered agent or the address of the initial registered office if a statement of change described in § 50-73.5<\/a> is on file with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> If an amendment to a certificate of limited partnership<\/span> is filed in compliance with subsection B of this section, no person<\/span> shall be subject to liability because the amendment was not filed earlier. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> A restated certificate of limited partnership<\/span> may be executed and filed in the same manner as a certificate of amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A liquidating trustee<\/span> shall not be subject to liability as a general partner by reason of the execution and filing of a certificate of amendment required by this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> Upon the effective date and time of a certificate of amendment as provided by § 50-73.17<\/a>, the certificate of limited partnership<\/span> shall be amended as set forth therein. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF CERTIFICATE (\u00a7 50-73.12)\n\nA. A certificate of limited partnership is amended by filing with the Commission\na certificate of amendment setting forth:\n\n 1. The name of the limited partnership;\n\n 2. The date of filing of the initial certificate of limited partnership; and\n\n 3. The amendment to the certificate.\n\nB. Within 30 days after the happening of any of the following events, an\namendment to a certificate of limited partnership reflecting the occurrence of\nthe event or events shall be filed:\n\n 1. The admission of a new general partner;\n\n 2. The withdrawal of a general partner;\n\n 3. The continuation of the business under § 50-73.49 after an event of\n withdrawal of a general partner;\n\n 4. A change in the name of the limited partnership or the address of the\n principal office; or\n\n 5. One or more liquidating trustees commence the winding up of the affairs of\n the limited partnership, in which event the certificate of amendment shall\n include the name and the business, residence or mailing address of each\n liquidating trustee.\n\nC. A general partner who becomes aware that any material statement in a\ncertificate of limited partnership was false when made or that any arrangements\nor other facts described have changed, making the certificate inaccurate in any\nmaterial respect, shall promptly amend the certificate.\n\nD. A certificate of limited partnership may be amended at any time for any other\nproper purpose the general partners determine.\n\nE. An amendment to a certificate of limited partnership may delete the name of\nthe initial registered agent or the address of the initial registered office if\na statement of change described in § 50-73.5 is on file with the\nCommission.\n\nF. If an amendment to a certificate of limited partnership is filed in\ncompliance with subsection B of this section, no person shall be subject to\nliability because the amendment was not filed earlier.\n\nG. A restated certificate of limited partnership may be executed and filed in\nthe same manner as a certificate of amendment.\n\nH. A liquidating trustee shall not be subject to liability as a general partner\nby reason of the execution and filing of a certificate of amendment required by\nthis section.\n\nI. Upon the effective date and time of a certificate of amendment as provided by\n§ 50-73.17, the certificate of limited partnership shall be amended as set\nforth therein.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2007, c. 631;\n2008, c. 586; 2010, c. 675.","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}}