{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.129.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.129.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.129.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.129.html"}],"law_id":74044,"edition_id":1,"section_id":74044,"structure_id":13427,"section_number":"50-73.129","catch_line":"Effect of merger","history":"1996, c. 292; 2007, c. 631.","full_text":"A\n\nWhen a merger takes effect:1\n\nThe separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;2\n\nAll property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;3\n\nAll obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and4\n\nAn action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.B\n\nThe clerk of the Commission is the agent for service of process in an action or proceeding against a surviving foreign partnership, limited partnership, limited liability company or corporation to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly file with the Commission the mailing address of its principal office and of any change of address. Service on the surviving foreign partnership or limited partnership shall be made on the clerk of the Commission in accordance with § 12.1-19.1.C\n\nSubject to \u00a7 50-73.96, a partner of the surviving partnership or limited partnership is liable for:1\n\nAll obligations of a party to the merger for which the partner was personally liable before the merger;2\n\nAll other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and3\n\nAll obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.D\n\nIf the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving entity, as provided in § 50-73.123 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.E\n\nA partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner’s interest in the entity to be purchased under § 50-73.112 or another statute specifically applicable to that partner’s interest with respect to a merger. The surviving entity is bound under § 50-73.113 by an act of a general partner dissociated under this subsection, and the partner is liable under § 50-73.114 for transactions entered into by the surviving entity after the merger takes effect.","order_by":null,"text":{"0":{"id":266311,"text":"When a merger takes effect:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":266312,"text":"The separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":266313,"text":"All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":266314,"text":"All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":266315,"text":"An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":266316,"text":"The clerk of the Commission is the agent for service of process in an action or proceeding against a surviving foreign partnership, limited partnership, limited liability company or corporation to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly file with the Commission the mailing address of its principal office and of any change of address. Service on the surviving foreign partnership or limited partnership shall be made on the clerk of the Commission in accordance with § 12.1-19.1.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":266317,"text":"Subject to \u00a7 50-73.96, a partner of the surviving partnership or limited partnership is liable for:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"7":{"id":266318,"text":"All obligations of a party to the merger for which the partner was personally liable before the merger;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"8":{"id":266319,"text":"All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"9":{"id":266320,"text":"All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"10":{"id":266321,"text":"If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the surviving entity, as provided in § 50-73.123 or in the limited partnership act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"E"},"11":{"id":266322,"text":"A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner’s interest in the entity to be purchased under § 50-73.112 or another statute specifically applicable to that partner’s interest with respect to a merger. The surviving entity is bound under § 50-73.113 by an act of a general partner dissociated under this subsection, and the partner is liable under § 50-73.114 for transactions entered into by the surviving entity after the merger 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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.129\/","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. It has been modified 1 time. 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. That modification is as follows: in 2007, chapter 631<\/a>.<\/p>","references":[{"id":74972,"section_number":"8.01-304","catch_line":"How process served on copartner or partnership, domestic or foreign limited liability partnership, and domestic or foreign limited partnership","order_by":null,"url":"\/8.01-304\/"}],"refers_to":[{"id":80105,"section_number":"50-73.112","catch_line":"Purchase of dissociated partner's interest","order_by":null,"url":"\/50-73.112\/"},{"id":68306,"section_number":"50-73.113","catch_line":"Dissociated partner's power to bind partnership","order_by":null,"url":"\/50-73.113\/"},{"id":74806,"section_number":"50-73.114","catch_line":"Dissociated partner's liability to other persons","order_by":null,"url":"\/50-73.114\/"},{"id":78618,"section_number":"50-73.123","catch_line":"Settlement of accounts and contributions among partners","order_by":null,"url":"\/50-73.123\/"},{"id":78386,"section_number":"50-73.96","catch_line":"Partner's liability","order_by":null,"url":"\/50-73.96\/"}],"permalink":{"id":234941,"object_type":"law","relational_id":74044,"identifier":"50-73.129","token":"50\/2.2\/9\/50-73.129","url":"\/50-73.129\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.129\/","token":"50\/2.2\/9\/50-73.129","dublin_core":{"Title":"Effect of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.129","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a merger takes effect: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The separate existence of every partnership or limited partnership<\/span> that is a party<\/span> to the merger, other than the surviving entity, ceases; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All property<\/span> owned by each of the merged partnerships or limited partnerships<\/span> vests in the surviving entity; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All obligations of every partnership or limited partnership<\/span> that is a party<\/span> to the merger become the obligations of the surviving entity; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An action or proceeding pending against a partnership or limited partnership<\/span> that is a party<\/span> to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party<\/span> to the action or proceeding. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The clerk of the Commission<\/span> is the agent for service of process<\/span> in an action or proceeding against a surviving foreign partnership, limited partnership<\/span>, limited liability company or corporation to enforce an obligation of a domestic partnership or limited partnership<\/span> that is a party<\/span> to a merger. The surviving entity shall promptly file with the Commission<\/span> the mailing address of its principal office<\/span> and of any change of address. Service on the surviving foreign partnership or limited partnership<\/span> shall be made on the clerk of the Commission<\/span> in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Subject to \u00a7 50-73.96<\/a>, a partner<\/span> of the surviving partnership or limited partnership<\/span> is liable for: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All obligations of a party<\/span> to the merger for which the partner<\/span> was personally liable before the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All other obligations of the surviving entity incurred before the merger by a party<\/span> to the merger, but those obligations may be satisfied only out of property<\/span> of the entity; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property<\/span> of the entity if the partner is a limited partner<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the obligations incurred before the merger by a party<\/span> to the merger are not satisfied out of the property<\/span> of the surviving partnership or limited partnership<\/span>, the general partners<\/span> of that party<\/span> immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party<\/span>’s obligations to the surviving entity, as provided in § 50-73.123<\/a> or in the limited partnership<\/span> act of the jurisdiction<\/span> in which the party<\/span> was formed, as the case may be, as if the merged party<\/span> were dissolved. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A partner of a party<\/span> to a merger who does not become a partner of the surviving partnership or limited partnership<\/span> is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner’s interest in the entity to be purchased under § 50-73.112<\/a> or another statute<\/span> specifically applicable to that partner’s interest with respect to a merger. The surviving entity is bound under § 50-73.113<\/a> by an act of a general partner<\/span> dissociated under this subsection, and the partner is liable under § 50-73.114<\/a> for transactions entered into by the surviving entity after the merger takes effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF MERGER (\u00a7 50-73.129)\n\nA. When a merger takes effect:\n\n 1. The separate existence of every partnership or limited partnership that is\n a party to the merger, other than the surviving entity, ceases;\n\n 2. All property owned by each of the merged partnerships or limited\n partnerships vests in the surviving entity;\n\n 3. All obligations of every partnership or limited partnership that is a party\n to the merger become the obligations of the surviving entity; and\n\n 4. An action or proceeding pending against a partnership or limited\n partnership that is a party to the merger may be continued as if the merger\n had not occurred, or the surviving entity may be substituted as a party to the\n action or proceeding.\n\nB. The clerk of the Commission is the agent for service of process in an action\nor proceeding against a surviving foreign partnership, limited partnership,\nlimited liability company or corporation to enforce an obligation of a domestic\npartnership or limited partnership that is a party to a merger. The surviving\nentity shall promptly file with the Commission the mailing address of its\nprincipal office and of any change of address. Service on the surviving foreign\npartnership or limited partnership shall be made on the clerk of the Commission\nin accordance with § 12.1-19.1.\n\nC. Subject to \u00a7 50-73.96, a partner of the surviving partnership or limited\npartnership is liable for:\n\n 1. All obligations of a party to the merger for which the partner was\n personally liable before the merger;\n\n 2. All other obligations of the surviving entity incurred before the merger by\n a party to the merger, but those obligations may be satisfied only out of\n property of the entity; and\n\n 3. All obligations of the surviving entity incurred after the merger takes\n effect, but those obligations may be satisfied only out of property of the\n entity if the partner is a limited partner.\n\nD. If the obligations incurred before the merger by a party to the merger are\nnot satisfied out of the property of the surviving partnership or limited\npartnership, the general partners of that party immediately before the effective\ndate of the merger shall contribute the amount necessary to satisfy that\nparty’s obligations to the surviving entity, as provided in §\n50-73.123 or in the limited partnership act of the jurisdiction in which the\nparty was formed, as the case may be, as if the merged party were dissolved.\n\nE. A partner of a party to a merger who does not become a partner of the\nsurviving partnership or limited partnership is dissociated from the entity, of\nwhich that partner was a partner, as of the date the merger takes effect. The\nsurviving entity shall cause the partner’s interest in the entity to be\npurchased under § 50-73.112 or another statute specifically applicable to\nthat partner’s interest with respect to a merger. The surviving entity is\nbound under § 50-73.113 by an act of a general partner dissociated under\nthis subsection, and the partner is liable under § 50-73.114 for\ntransactions entered into by the surviving entity after the merger takes effect.\n\nHISTORY: 1996, c. 292; 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}}