{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.15.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.15.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.15.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.15.html"}],"law_id":59951,"edition_id":1,"section_id":59951,"structure_id":13365,"section_number":"50-73.15","catch_line":"Execution of documents; penalty","history":"1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441; 2007, c. 631; 2008, c. 586; 2010, c. 675; 2013, c. 18.","full_text":"A\n\nCertificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner:1\n\nAn initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;2\n\nA certificate of amendment shall be signed (i) by at least one general partner or, if all general partners have withdrawn and all of the limited partners agree to continue the business of the limited partnership pursuant to subdivision A 3 of § 50-73.49, by all limited partners, and by each person designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;3\n\nA certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and4\n\nArticles of merger shall be signed by at least one general partner.B\n\nEvery person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he signs. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.C\n\nIt shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. Any person who violates the provisions of this subsection shall be guilty of a Class 1 misdemeanor.D\n\nThe acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.","order_by":null,"text":{"0":{"id":219532,"text":"Certificates and articles required or permitted by this chapter to be filed with the Commission by a limited partnership shall be executed in the following manner:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":219533,"text":"An initial certificate of limited partnership and an amended and restated certificate of limited partnership pursuant to § 50-73.77 shall be signed by all general partners;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":219534,"text":"A certificate of amendment shall be signed (i) by at least one general partner or, if all general partners have withdrawn and all of the limited partners agree to continue the business of the limited partnership pursuant to subdivision A 3 of § 50-73.49, by all limited partners, and by each person designated in the certificate as a new general partner or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners have withdrawn or if the general partners named in the certificate of limited partnership are not winding up the affairs of the limited partnership, by each liquidating trustee;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":219535,"text":"A certificate of cancellation shall be signed by all general partners, or, if the general partners are not winding up the affairs of the limited partnership, then by all liquidating trustees or a majority of the limited partners; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":219536,"text":"Articles of merger shall be signed by at least one general partner.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":219537,"text":"Every person executing a document required or permitted by this chapter to be filed with the Commission shall sign it and set forth beneath or opposite his signature his name and the capacity in which he signs. A signature on any document filed under this chapter may be a facsimile. Any person may sign a certificate by an attorney-in-fact.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":219538,"text":"It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. Any person who violates the provisions of this subsection shall be guilty of a Class 1 misdemeanor.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"7":{"id":219539,"text":"The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership, not false or misleading in any material respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation, pending or decided, on or before the effective date hereof.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.15\/","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 8 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 2002, chapter 441<\/a>; in 2007, chapter 631<\/a>; in 2008, chapter 586<\/a>; in 2010, chapter 675<\/a>; in 2013, chapter 18<\/a>.<\/p>","references":[{"id":56523,"section_number":"50-73.16","catch_line":"Execution by judicial act","order_by":null,"url":"\/50-73.16\/"}],"refers_to":[{"id":54868,"section_number":"50-73.49","catch_line":"Dissolution generally","order_by":null,"url":"\/50-73.49\/"},{"id":79428,"section_number":"50-73.77","catch_line":"Transition and savings provisions","order_by":null,"url":"\/50-73.77\/"}],"permalink":{"id":234403,"object_type":"law","relational_id":59951,"identifier":"50-73.15","token":"50\/2.1\/2\/50-73.15","url":"\/50-73.15\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.15\/","token":"50\/2.1\/2\/50-73.15","dublin_core":{"Title":"Execution of documents; penalty","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.15","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Certificates and articles required or permitted by this chapter to be filed with the Commission<\/span> by a limited partnership<\/span> shall be executed in the following manner: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> An initial certificate of limited partnership<\/span> and an amended and restated certificate of limited partnership<\/span> pursuant to § 50-73.77<\/a> shall be signed by all general partners<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A certificate of amendment shall be signed (i) by at least one general partner<\/span> or, if all general partners<\/span> have withdrawn and all of the limited partners<\/span> agree to continue the business of the limited partnership pursuant to subdivision A 3 of § 50-73.49<\/a>, by all limited partners<\/span>, and by each person<\/span> designated in the certificate as a new general partner<\/span> or (ii) after the dissolution of a limited partnership but before the filing of a certificate of cancellation, if all general partners<\/span> have withdrawn or if the general partners<\/span> named in the certificate of limited partnership<\/span> are not winding up the affairs of the limited partnership, by each liquidating trustee<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A certificate of cancellation shall be signed by all general partners<\/span>, or, if the general partners<\/span> are not winding up the affairs of the limited partnership, then by all liquidating trustees<\/span> or a majority of the limited partners<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Articles of merger shall be signed by at least one general partner<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Every person<\/span> executing a document required or permitted by this chapter to be filed with the Commission<\/span> shall sign it and set forth beneath or opposite his signature his name and the capacity in which he signs. A signature on any document filed under this chapter may be a facsimile. Any person<\/span> may sign a certificate by an attorney-in-fact<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> It shall be unlawful for any person<\/span> to sign a document he knows is false in any material<\/span> respect with intent<\/span> that the document be delivered to the Commission<\/span> for filing. Any person<\/span> who violates the provisions of this subsection shall be guilty of a Class 1 misdemeanor<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The acknowledgment before July 1, 1981, of a certificate or amended certificate of limited partnership<\/span>, not false or misleading in any material<\/span> respect, shall be deemed substantial compliance in good faith with any requirement that the certificate or amended certificate be signed or sworn to. The provisions of this subsection shall not apply to any litigation<\/span>, pending or decided, on or before the effective date hereof. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEXECUTION OF DOCUMENTS; PENALTY (\u00a7 50-73.15)\n\nA. Certificates and articles required or permitted by this chapter to be filed\nwith the Commission by a limited partnership shall be executed in the following\nmanner:\n\n 1. An initial certificate of limited partnership and an amended and restated\n certificate of limited partnership pursuant to § 50-73.77 shall be signed\n by all general partners;\n\n 2. A certificate of amendment shall be signed (i) by at least one general\n partner or, if all general partners have withdrawn and all of the limited\n partners agree to continue the business of the limited partnership pursuant to\n subdivision A 3 of § 50-73.49, by all limited partners, and by each\n person designated in the certificate as a new general partner or (ii) after\n the dissolution of a limited partnership but before the filing of a\n certificate of cancellation, if all general partners have withdrawn or if the\n general partners named in the certificate of limited partnership are not\n winding up the affairs of the limited partnership, by each liquidating\n trustee;\n\n 3. A certificate of cancellation shall be signed by all general partners, or,\n if the general partners are not winding up the affairs of the limited\n partnership, then by all liquidating trustees or a majority of the limited\n partners; and\n\n 4. Articles of merger shall be signed by at least one general partner.\n\nB. Every person executing a document required or permitted by this chapter to be\nfiled with the Commission shall sign it and set forth beneath or opposite his\nsignature his name and the capacity in which he signs. A signature on any\ndocument filed under this chapter may be a facsimile. Any person may sign a\ncertificate by an attorney-in-fact.\n\nC. It shall be unlawful for any person to sign a document he knows is false in\nany material respect with intent that the document be delivered to the\nCommission for filing. Any person who violates the provisions of this subsection\nshall be guilty of a Class 1 misdemeanor.\n\nD. The acknowledgment before July 1, 1981, of a certificate or amended\ncertificate of limited partnership, not false or misleading in any material\nrespect, shall be deemed substantial compliance in good faith with any\nrequirement that the certificate or amended certificate be signed or sworn to.\nThe provisions of this subsection shall not apply to any litigation, pending or\ndecided, on or before the effective date hereof.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1993, c. 292; 2002, c. 441;\n2007, c. 631; 2008, c. 586; 2010, c. 675; 2013, c. 18.","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}}