{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.24.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.24.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.24.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.24.html"}],"law_id":65518,"edition_id":1,"section_id":65518,"structure_id":16118,"section_number":"50-73.24","catch_line":"Liability to third parties","history":"1985, c. 607; 1987, c. 702; 1990, c. 343; 2012, c. 63.","full_text":"A\n\nExcept as provided in subsection D, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner’s conduct, that the limited partner is a general partner.B\n\nA limited partner does not participate in the control of the business within the meaning of subsection A solely by doing one or more of the following:1\n\nBeing a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation or being a partner of a partnership that is a general partner of the limited partnership;2\n\nConsulting with and advising a general partner with respect to the business of the limited partnership;3\n\nActing as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;4\n\nTaking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;5\n\nRequesting or attending a meeting of partners;6\n\nProposing, approving or disapproving, by voting or otherwise, one or more of the following matters:\n\t\t\t\ta. The dissolution and winding up of the limited partnership;\n\t\t\t\tb. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;\n\t\t\t\tc. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;\n\t\t\t\td. A change in the nature of the business;\n\t\t\t\te. The admission or removal of a general partner;\n\t\t\t\tf. The admission or removal of a limited partner;\n\t\t\t\tg. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;\n\t\t\t\th. An amendment to the partnership agreement or certificate of limited partnership; or\n\t\t\t\ti. Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states may be subject to the approval or disapproval of limited partners;7\n\nWinding up the limited partnership pursuant to § 50-73.51; or8\n\nExercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.C\n\nThe enumeration in subsection B does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.D\n\nA limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by subdivision B 1 of § 50-73.2, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.","order_by":null,"text":{"0":{"id":238214,"text":"Except as provided in subsection D, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership reasonably believing, based upon the limited partner’s conduct, that the limited partner is a general partner.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":238215,"text":"A limited partner does not participate in the control of the business within the meaning of subsection A solely by doing one or more of the following:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":238216,"text":"Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation or being a partner of a partnership that is a general partner of the 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":238217,"text":"Consulting with and advising a general partner with respect to the business of the limited partnership;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":238218,"text":"Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":238219,"text":"Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":238220,"text":"Requesting or attending a meeting of partners;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":238221,"text":"Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:\n\t\t\t\ta. The dissolution and winding up of the limited partnership;\n\t\t\t\tb. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets of the limited partnership;\n\t\t\t\tc. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;\n\t\t\t\td. A change in the nature of the business;\n\t\t\t\te. The admission or removal of a general partner;\n\t\t\t\tf. The admission or removal of a limited partner;\n\t\t\t\tg. A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;\n\t\t\t\th. An amendment to the partnership agreement or certificate of limited partnership; or\n\t\t\t\ti. Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement states may be subject to the approval or disapproval of limited partners;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":238222,"text":"Winding up the limited partnership pursuant to § 50-73.51; or","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"9":{"id":238223,"text":"Exercising any right or power permitted to limited partners under this chapter and not specifically enumerated in this subsection.","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"C"},"10":{"id":238224,"text":"The enumeration in subsection B does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B8","next_prefix":"D"},"11":{"id":238225,"text":"A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by subdivision B 1 of § 50-73.2, is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":16118,"edition_id":1,"name":"Limited Partners","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 04:06:26","date_modified":"2026-06-26 04:06:26","permalink":{"id":234431,"object_type":"structure","relational_id":16118,"identifier":"3","token":"50\/2.1\/3","url":"\/50\/2.1\/3\/","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":63702,"structure_id":16118,"section_number":"50-73.22","catch_line":"Repealed","url":"\/50-73.22\/","token":"50\/2.1\/3\/50-73.22","metadata":false},{"id":65300,"structure_id":16118,"section_number":"50-73.22:1","catch_line":"Admission of limited partners","url":"\/50-73.22_1\/","token":"50\/2.1\/3\/50-73.22_1","metadata":false},{"id":69716,"structure_id":16118,"section_number":"50-73.23","catch_line":"Voting","url":"\/50-73.23\/","token":"50\/2.1\/3\/50-73.23","metadata":false},{"id":65518,"structure_id":16118,"section_number":"50-73.24","catch_line":"Liability to third parties","url":"\/50-73.24\/","token":"50\/2.1\/3\/50-73.24","metadata":false},{"id":76892,"structure_id":16118,"section_number":"50-73.25","catch_line":"Person erroneously believing himself limited partner","url":"\/50-73.25\/","token":"50\/2.1\/3\/50-73.25","metadata":false},{"id":67577,"structure_id":16118,"section_number":"50-73.26","catch_line":"Information","url":"\/50-73.26\/","token":"50\/2.1\/3\/50-73.26","metadata":false}],"previous_section":{"id":69716,"structure_id":16118,"section_number":"50-73.23","catch_line":"Voting","url":"\/50-73.23\/","token":"50\/2.1\/3\/50-73.23","metadata":false},"next_section":{"id":76892,"structure_id":16118,"section_number":"50-73.25","catch_line":"Person erroneously believing himself limited partner","url":"\/50-73.25\/","token":"50\/2.1\/3\/50-73.25","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.24\/","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 3 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 2012, chapter 63<\/a>.<\/p>","references":[{"id":69716,"section_number":"50-73.23","catch_line":"Voting","order_by":null,"url":"\/50-73.23\/"}],"refers_to":[{"id":71893,"section_number":"50-73.2","catch_line":"Name","order_by":null,"url":"\/50-73.2\/"},{"id":75807,"section_number":"50-73.51","catch_line":"Winding up","order_by":null,"url":"\/50-73.51\/"}],"permalink":{"id":234445,"object_type":"law","relational_id":65518,"identifier":"50-73.24","token":"50\/2.1\/3\/50-73.24","url":"\/50-73.24\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.24\/","token":"50\/2.1\/3\/50-73.24","dublin_core":{"Title":"Liability to third parties","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.24","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as provided in subsection D, a limited partner<\/span> is not liable for the obligations of a limited partnership<\/span> unless he is also a general partner<\/span> or, in addition to the exercise of his rights and powers as a limited partner<\/span>, he participates in the control of the business. However, if the limited partner<\/span> participates in the control of the business, he is liable only to persons<\/span> who transact business with the limited partnership<\/span> reasonably believing, based upon the limited partner<\/span>’s conduct, that the limited partner<\/span> is a general partner<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A limited partner<\/span> does not participate in the control of the business within the meaning of subsection A solely by doing one or more of the following: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Being a contractor for or an agent or employee of the limited partnership<\/span> or of a general partner<\/span>, or being an officer, director or shareholder of a general partner<\/span> that is a corporation or being a partner of a partnership that is a general partner<\/span> of the limited partnership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Consulting with and advising a general partner<\/span> with respect to the business of the limited partnership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Acting as surety<\/span> for the limited partnership<\/span> or guaranteeing or assuming one or more specific obligations of the limited partnership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Taking any action required or permitted by law<\/span> to bring or pursue a derivative action in the right of the limited partnership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Requesting or attending a meeting of partners<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:\n\t\t\t\ta. The dissolution and winding up of the limited partnership;\n\t\t\t\tb. The sale, exchange, lease, mortgage, pledge, or other transfer of all or substantially all of the assets<\/span> of the limited partnership;\n\t\t\t\tc. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;\n\t\t\t\td. A change in the nature of the business;\n\t\t\t\te. The admission or removal of a general partner<\/span>;\n\t\t\t\tf. The admission or removal of a limited partner<\/span>;\n\t\t\t\tg. A transaction involving an actual or potential conflict of interest<\/span> between a general partner<\/span> and the limited partnership or the limited partners<\/span>;\n\t\t\t\th. An amendment to the partnership agreement<\/span> or certificate of limited partnership<\/span>; or\n\t\t\t\ti. Matters related to the business of the limited partnership not otherwise enumerated in this subsection, which the partnership agreement<\/span> states<\/span> may be subject to the approval or disapproval of limited partners<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Winding up the limited partnership pursuant to § 50-73.51<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Exercising any right or power permitted to limited partners<\/span> under this chapter and not specifically enumerated in this subsection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The enumeration in subsection B does not mean that the possession<\/span> or exercise of any other powers by a limited partner<\/span> constitutes participation by him in the business of the limited partnership. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A limited partner<\/span> who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by subdivision B 1 of § 50-73.2<\/a>, is liable to creditors<\/span> who extend credit to the limited partnership without actual knowledge that the limited partner<\/span> is not a general partner<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIABILITY TO THIRD PARTIES (\u00a7 50-73.24)\n\nA. Except as provided in subsection D, a limited partner is not liable for the\nobligations of a limited partnership unless he is also a general partner or, in\naddition to the exercise of his rights and powers as a limited partner, he\nparticipates in the control of the business. However, if the limited partner\nparticipates in the control of the business, he is liable only to persons who\ntransact business with the limited partnership reasonably believing, based upon\nthe limited partner’s conduct, that the limited partner is a general\npartner.\n\nB. A limited partner does not participate in the control of the business within\nthe meaning of subsection A solely by doing one or more of the following:\n\n 1. Being a contractor for or an agent or employee of the limited partnership\n or of a general partner, or being an officer, director or shareholder of a\n general partner that is a corporation or being a partner of a partnership that\n is a general partner of the limited partnership;\n\n 2. Consulting with and advising a general partner with respect to the business\n of the limited partnership;\n\n 3. Acting as surety for the limited partnership or guaranteeing or assuming\n one or more specific obligations of the limited partnership;\n\n 4. Taking any action required or permitted by law to bring or pursue a\n derivative action in the right of the limited partnership;\n\n 5. Requesting or attending a meeting of partners;\n\n 6. Proposing, approving or disapproving, by voting or otherwise, one or more\n of the following matters:\n \t\t\t\ta. The dissolution and winding up of the limited partnership;\n \t\t\t\tb. The sale, exchange, lease, mortgage, pledge, or other transfer of all\n or substantially all of the assets of the limited partnership;\n \t\t\t\tc. The incurrence of indebtedness by the limited partnership other than in\n the ordinary course of its business;\n \t\t\t\td. A change in the nature of the business;\n \t\t\t\te. The admission or removal of a general partner;\n \t\t\t\tf. The admission or removal of a limited partner;\n \t\t\t\tg. A transaction involving an actual or potential conflict of interest\n between a general partner and the limited partnership or the limited partners;\n \t\t\t\th. An amendment to the partnership agreement or certificate of limited\n partnership; or\n \t\t\t\ti. Matters related to the business of the limited partnership not\n otherwise enumerated in this subsection, which the partnership agreement\n states may be subject to the approval or disapproval of limited partners;\n\n 7. Winding up the limited partnership pursuant to § 50-73.51; or\n\n 8. Exercising any right or power permitted to limited partners under this\n chapter and not specifically enumerated in this subsection.\n\nC. The enumeration in subsection B does not mean that the possession or exercise\nof any other powers by a limited partner constitutes participation by him in the\nbusiness of the limited partnership.\n\nD. A limited partner who knowingly permits his name to be used in the name of\nthe limited partnership, except under circumstances permitted by subdivision B 1\nof § 50-73.2, is liable to creditors who extend credit to the limited\npartnership without actual knowledge that the limited partner is not a general\npartner.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 2012, c. 63.","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}}