{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.25.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.25.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.25.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.25.html"}],"law_id":76892,"edition_id":1,"section_id":76892,"structure_id":16118,"section_number":"50-73.25","catch_line":"Person erroneously believing himself limited partner","history":"1985, c. 607; 1987, c. 702.","full_text":"A\n\nExcept as provided in subsection B of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:1\n\nCauses an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or2\n\nWithdraws from future equity participation in the partnership by executing and filing with the Commission a certificate declaring his withdrawal under the provisions of this section.B\n\nA person who makes a contribution of the kind described in subsection A of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.","order_by":null,"text":{"0":{"id":276004,"text":"Except as provided in subsection B of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":276005,"text":"Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":276006,"text":"Withdraws from future equity participation in the partnership by executing and filing with the Commission a certificate declaring his withdrawal under the provisions of this section.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":276007,"text":"A person who makes a contribution of the kind described in subsection A of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.25\/","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 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 1987, chapter 702.<\/p>","references":false,"refers_to":false,"permalink":{"id":234449,"object_type":"law","relational_id":76892,"identifier":"50-73.25","token":"50\/2.1\/3\/50-73.25","url":"\/50-73.25\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.25\/","token":"50\/2.1\/3\/50-73.25","dublin_core":{"Title":"Person erroneously believing himself limited partner","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.25","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as provided in subsection B of this section, a person<\/span> who makes a contribution<\/span> to a partnership and erroneously but in good faith believes that he has become a limited partner<\/span> in the partnership is not a general partner<\/span> in the partnership and is not bound by its obligations by reason of making the contribution<\/span>, receiving distributions from the partnership, or exercising any rights of a limited partner<\/span>, if, on ascertaining the mistake, he: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Causes an appropriate certificate of limited partnership<\/span> or a certificate of amendment to be executed and filed; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Withdraws from future equity<\/span> participation in the partnership by executing and filing with the Commission<\/span> a certificate declaring his withdrawal under the provisions of this section. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A person<\/span> who makes a contribution<\/span> of the kind described in subsection A of this section is liable as a general partner<\/span> to any third party<\/span> who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person<\/span> knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner<\/span> and (ii) the other person<\/span> actually believed in good faith that the person<\/span> was a general partner<\/span> at the time of the transaction and acted in reliance on such belief. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER (\u00a7 50-73.25)\n\nA. Except as provided in subsection B of this section, a person who makes a\ncontribution to a partnership and erroneously but in good faith believes that he\nhas become a limited partner in the partnership is not a general partner in the\npartnership and is not bound by its obligations by reason of making the\ncontribution, receiving distributions from the partnership, or exercising any\nrights of a limited partner, if, on ascertaining the mistake, he:\n\n 1. Causes an appropriate certificate of limited partnership or a certificate\n of amendment to be executed and filed; or\n\n 2. Withdraws from future equity participation in the partnership by executing\n and filing with the Commission a certificate declaring his withdrawal under\n the provisions of this section.\n\nB. A person who makes a contribution of the kind described in subsection A of\nthis section is liable as a general partner to any third party who transacts\nbusiness with the partnership prior to the occurrence of either of the events\nreferred to in subsection A of this section if: (i) such person knew or should\nhave known either that no certificate has been filed or that the certificate\ninaccurately refers to him as a general partner and (ii) the other person\nactually believed in good faith that the person was a general partner at the\ntime of the transaction and acted in reliance on such belief.\n\nHISTORY: 1985, c. 607; 1987, c. 702.","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}}