{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.126.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.126.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.126.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.126.html"}],"law_id":56168,"edition_id":1,"section_id":56168,"structure_id":13427,"section_number":"50-73.126","catch_line":"Conversion of limited partnership to partnership","history":"1996, c. 292.","full_text":"A\n\nA limited partnership may be converted to a partnership pursuant to this section.B\n\nNotwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all of the partners.C\n\nAfter the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.D\n\nThe conversion takes effect when the certificate of limited partnership is canceled.E\n\nA limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Subject to § 50-73.96, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.","order_by":null,"text":{"0":{"id":205821,"text":"A limited partnership may be converted to a partnership pursuant to this section.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":205822,"text":"Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved 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":205823,"text":"After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":205824,"text":"The conversion takes effect when the certificate of limited partnership is canceled.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":205825,"text":"A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Subject to § 50-73.96, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":13427,"edition_id":1,"name":"Conversions and Mergers","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:44:52","date_modified":"2026-06-26 03:44:52","permalink":{"id":234919,"object_type":"structure","relational_id":13427,"identifier":"9","token":"50\/2.2\/9","url":"\/50\/2.2\/9\/","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":60683,"structure_id":13427,"section_number":"50-73.124","catch_line":"Definitions","url":"\/50-73.124\/","token":"50\/2.2\/9\/50-73.124","metadata":false},{"id":85037,"structure_id":13427,"section_number":"50-73.125","catch_line":"Repealed","url":"\/50-73.125\/","token":"50\/2.2\/9\/50-73.125","metadata":false},{"id":56168,"structure_id":13427,"section_number":"50-73.126","catch_line":"Conversion of limited partnership to partnership","url":"\/50-73.126\/","token":"50\/2.2\/9\/50-73.126","metadata":false},{"id":54394,"structure_id":13427,"section_number":"50-73.127","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.127\/","token":"50\/2.2\/9\/50-73.127","metadata":false},{"id":77620,"structure_id":13427,"section_number":"50-73.128","catch_line":"Merger of partnerships","url":"\/50-73.128\/","token":"50\/2.2\/9\/50-73.128","metadata":false},{"id":74044,"structure_id":13427,"section_number":"50-73.129","catch_line":"Effect of merger","url":"\/50-73.129\/","token":"50\/2.2\/9\/50-73.129","metadata":false},{"id":80490,"structure_id":13427,"section_number":"50-73.130","catch_line":"Repealed","url":"\/50-73.130\/","token":"50\/2.2\/9\/50-73.130","metadata":false},{"id":66295,"structure_id":13427,"section_number":"50-73.131","catch_line":"Statement of merger","url":"\/50-73.131\/","token":"50\/2.2\/9\/50-73.131","metadata":false}],"previous_section":{"id":85037,"structure_id":13427,"section_number":"50-73.125","catch_line":"Repealed","url":"\/50-73.125\/","token":"50\/2.2\/9\/50-73.125","metadata":false},"next_section":{"id":54394,"structure_id":13427,"section_number":"50-73.127","catch_line":"Effect of conversion; entity unchanged","url":"\/50-73.127\/","token":"50\/2.2\/9\/50-73.127","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.126\/","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":false,"refers_to":[{"id":78386,"section_number":"50-73.96","catch_line":"Partner's liability","order_by":null,"url":"\/50-73.96\/"}],"permalink":{"id":234929,"object_type":"law","relational_id":56168,"identifier":"50-73.126","token":"50\/2.2\/9\/50-73.126","url":"\/50-73.126\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.126\/","token":"50\/2.2\/9\/50-73.126","dublin_core":{"Title":"Conversion of limited partnership to partnership","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.126","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A limited partnership<\/span> may be converted to a partnership pursuant to this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Notwithstanding a provision to the contrary in a limited partnership agreement<\/span>, the terms and conditions of a conversion of a limited partnership<\/span> to a partnership shall be approved 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 limited partnership<\/span> shall cancel its certificate of limited partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The conversion takes effect when the certificate of limited partnership<\/span> is canceled. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A limited partner<\/span> who becomes a general partner<\/span> as a result of the conversion remains liable only as a limited partner<\/span> for an obligation incurred by the limited partnership<\/span> before the conversion takes effect. Subject to § 50-73.96<\/a>, the partner is liable as a general partner<\/span> for an obligation of the partnership incurred after the conversion takes effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP (\u00a7 50-73.126)\n\nA. A limited partnership may be converted to a partnership pursuant to this\nsection.\n\nB. Notwithstanding a provision to the contrary in a limited partnership\nagreement, the terms and conditions of a conversion of a limited partnership to\na partnership shall be approved by all of the partners.\n\nC. After the conversion is approved by the partners, the limited partnership\nshall cancel its certificate of limited partnership.\n\nD. The conversion takes effect when the certificate of limited partnership is\ncanceled.\n\nE. A limited partner who becomes a general partner as a result of the conversion\nremains liable only as a limited partner for an obligation incurred by the\nlimited partnership before the conversion takes effect. Subject to §\n50-73.96, the partner is liable as a general partner for an obligation of the\npartnership incurred after the conversion takes effect.\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}}