{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.28.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.28.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.28.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.28.html"}],"law_id":69814,"edition_id":1,"section_id":69814,"structure_id":14959,"section_number":"50-73.28","catch_line":"Events of withdrawal","history":"1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 801.","full_text":"Except as approved by the written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:\n\n1\n\nThe general partner withdraws from the limited partnership as provided in § 50-73.37;2\n\nThe general partner ceases to be a member of the limited partnership as provided in § 50-73.45;3\n\nThe general partner is removed as a general partner in accordance with the partnership agreement;4\n\nUnless otherwise provided in writing in the partnership agreement, the general partner (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegation of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;5\n\nUnless otherwise provided in writing in the partnership agreement, if within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or if within 90 days after the expiration of any such stay, the appointment is not vacated;6\n\nIn the case of a general partner who is an individual, (i) his death, or (ii) the entry by a court of competent jurisdiction of an order or decree adjudicating him incapacitated;7\n\nIn the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;8\n\nIn the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;9\n\nIn the case of a general partner that is a corporation or other legal or commercial entity, the termination of its existence; or10\n\nIn the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.","order_by":null,"text":{"0":{"id":252323,"text":"Except as approved by the written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":252324,"text":"The general partner withdraws from the limited partnership as provided in § 50-73.37;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":252325,"text":"The general partner ceases to be a member of the limited partnership as provided in § 50-73.45;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":252326,"text":"The general partner is removed as a general partner in accordance with the partnership agreement;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":252327,"text":"Unless otherwise provided in writing in the partnership agreement, the general partner (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) becomes the subject of an order for relief or is declared insolvent in any federal or state bankruptcy or insolvency proceeding; (iv) files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegation of a petition filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":252328,"text":"Unless otherwise provided in writing in the partnership agreement, if within 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or if within 90 days after the expiration of any such stay, the appointment is not vacated;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":252329,"text":"In the case of a general partner who is an individual, (i) his death, or (ii) the entry by a court of competent jurisdiction of an order or decree adjudicating him incapacitated;","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":252330,"text":"In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6","next_prefix":"8"},"8":{"id":252331,"text":"In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;","type":"section","prefixes":["8"],"prefix":"8","entire_prefix":"8","prefix_anchor":"8","level":1,"prior_prefix":"7","next_prefix":"9"},"9":{"id":252332,"text":"In the case of a general partner that is a corporation or other legal or commercial entity, the termination of its existence; or","type":"section","prefixes":["9"],"prefix":"9","entire_prefix":"9","prefix_anchor":"9","level":1,"prior_prefix":"8","next_prefix":"10"},"10":{"id":252333,"text":"In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.","type":"section","prefixes":["10"],"prefix":"10","entire_prefix":"10","prefix_anchor":"10","level":1,"prior_prefix":"9"}},"ancestry":[{"id":14959,"edition_id":1,"name":"General Partners","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 03:51:05","date_modified":"2026-06-26 03:51:05","permalink":{"id":234457,"object_type":"structure","relational_id":14959,"identifier":"4","token":"50\/2.1\/4","url":"\/50\/2.1\/4\/","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":78340,"structure_id":14959,"section_number":"50-73.27","catch_line":"Admission of additional general partners","url":"\/50-73.27\/","token":"50\/2.1\/4\/50-73.27","metadata":false},{"id":69814,"structure_id":14959,"section_number":"50-73.28","catch_line":"Events of withdrawal","url":"\/50-73.28\/","token":"50\/2.1\/4\/50-73.28","metadata":false},{"id":84703,"structure_id":14959,"section_number":"50-73.29","catch_line":"General powers and liabilities","url":"\/50-73.29\/","token":"50\/2.1\/4\/50-73.29","metadata":false},{"id":57070,"structure_id":14959,"section_number":"50-73.30","catch_line":"Contributions by general partner","url":"\/50-73.30\/","token":"50\/2.1\/4\/50-73.30","metadata":false},{"id":80044,"structure_id":14959,"section_number":"50-73.31","catch_line":"Voting","url":"\/50-73.31\/","token":"50\/2.1\/4\/50-73.31","metadata":false}],"previous_section":{"id":78340,"structure_id":14959,"section_number":"50-73.27","catch_line":"Admission of additional general partners","url":"\/50-73.27\/","token":"50\/2.1\/4\/50-73.27","metadata":false},"next_section":{"id":84703,"structure_id":14959,"section_number":"50-73.29","catch_line":"General powers and liabilities","url":"\/50-73.29\/","token":"50\/2.1\/4\/50-73.29","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.28\/","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 1997, chapter 801<\/a>.<\/p>","references":[{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"}],"refers_to":[{"id":68823,"section_number":"50-73.37","catch_line":"Withdrawal of general partner","order_by":null,"url":"\/50-73.37\/"},{"id":60923,"section_number":"50-73.45","catch_line":"Assignment of partnership interest","order_by":null,"url":"\/50-73.45\/"}],"permalink":{"id":234463,"object_type":"law","relational_id":69814,"identifier":"50-73.28","token":"50\/2.1\/4\/50-73.28","url":"\/50-73.28\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.28\/","token":"50\/2.1\/4\/50-73.28","dublin_core":{"Title":"Events of withdrawal","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.28","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Except as approved by the written consent of all partners<\/span> at the time, a person<\/span> ceases to be a general partner<\/span> of a limited partnership<\/span> upon the happening of any of the following events:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The general partner<\/span> withdraws from the limited partnership<\/span> as provided in § 50-73.37<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The general partner<\/span> ceases to be a member of the limited partnership<\/span> as provided in § 50-73.45<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The general partner<\/span> is removed as a general partner<\/span> in accordance with the partnership agreement<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Unless otherwise provided in writing in the partnership agreement<\/span>, the general partner<\/span> (i) makes an assignment for the benefit of creditors<\/span>; (ii) files a voluntary petition<\/span> in bankruptcy<\/span>; (iii) becomes the subject of an order<\/span> for relief or is declared insolvent in any federal or state<\/span> bankruptcy<\/span> or insolvency proceeding; (iv) files a petition<\/span> or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation<\/span>, dissolution or similar relief under any statute<\/span>, law<\/span>, or regulation; (v) files an answer or other pleading admitting or failing to contest the material<\/span> allegation<\/span> of a petition<\/span> filed against him in any proceeding of this nature; or (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner<\/span> or of all or any substantial part of his properties; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Unless otherwise provided in writing in the partnership agreement<\/span>, if within 120 days after the commencement of any proceeding against the general partner<\/span> seeking reorganization, arrangement, composition, readjustment, liquidation<\/span>, dissolution or similar relief under any statute<\/span>, law<\/span>, or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without his consent or acquiescence of a trustee, receiver, or liquidator of the general partner<\/span> or of all or any substantial part of his properties, the appointment is not vacated or stayed, or if within 90 days after the expiration of any such stay<\/span>, the appointment is not vacated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> In the case of a general partner<\/span> who is an individual, (i) his death, or (ii) the entry by a court<\/span> of competent jurisdiction<\/span> of an order<\/span> or decree<\/span> adjudicating him incapacitated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> In the case of a general partner<\/span> who is acting as a general partner<\/span> by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> In the case of a general partner<\/span> that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> In the case of a general partner<\/span> that is a corporation or other legal or commercial entity<\/span>, the termination of its existence; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEVENTS OF WITHDRAWAL (\u00a7 50-73.28)\n\nExcept as approved by the written consent of all partners at the time, a person\nceases to be a general partner of a limited partnership upon the happening of\nany of the following events:\n\n1. The general partner withdraws from the limited partnership as provided in\n§ 50-73.37;\n\n2. The general partner ceases to be a member of the limited partnership as\nprovided in § 50-73.45;\n\n3. The general partner is removed as a general partner in accordance with the\npartnership agreement;\n\n4. Unless otherwise provided in writing in the partnership agreement, the\ngeneral partner (i) makes an assignment for the benefit of creditors; (ii) files\na voluntary petition in bankruptcy; (iii) becomes the subject of an order for\nrelief or is declared insolvent in any federal or state bankruptcy or insolvency\nproceeding; (iv) files a petition or answer seeking for himself any\nreorganization, arrangement, composition, readjustment, liquidation, dissolution\nor similar relief under any statute, law, or regulation; (v) files an answer or\nother pleading admitting or failing to contest the material allegation of a\npetition filed against him in any proceeding of this nature; or (vi) seeks,\nconsents to, or acquiesces in the appointment of a trustee, receiver, or\nliquidator of the general partner or of all or any substantial part of his\nproperties;\n\n5. Unless otherwise provided in writing in the partnership agreement, if within\n120 days after the commencement of any proceeding against the general partner\nseeking reorganization, arrangement, composition, readjustment, liquidation,\ndissolution or similar relief under any statute, law, or regulation, the\nproceeding has not been dismissed, or if within 90 days after the appointment\nwithout his consent or acquiescence of a trustee, receiver, or liquidator of the\ngeneral partner or of all or any substantial part of his properties, the\nappointment is not vacated or stayed, or if within 90 days after the expiration\nof any such stay, the appointment is not vacated;\n\n6. In the case of a general partner who is an individual, (i) his death, or (ii)\nthe entry by a court of competent jurisdiction of an order or decree\nadjudicating him incapacitated;\n\n7. In the case of a general partner who is acting as a general partner by virtue\nof being a trustee of a trust, the termination of the trust, but not merely the\nsubstitution of a new trustee;\n\n8. In the case of a general partner that is a separate partnership, the\ndissolution and commencement of winding up of the separate partnership;\n\n9. In the case of a general partner that is a corporation or other legal or\ncommercial entity, the termination of its existence; or\n\n10. In the case of an estate, the distribution by the fiduciary of the\nestate’s entire interest in the partnership.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 801.","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}}