{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.48_2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.48_2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.48_2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.48_2.html"}],"law_id":77791,"edition_id":1,"section_id":77791,"structure_id":16609,"section_number":"50-73.48:2","catch_line":"Approval of merger by domestic limited partnership","history":"1992, c. 575.","full_text":"A\n\nEach domestic limited partnership that is to be a party to a proposed merger shall approve the proposed merger, unless the partnership agreement of that limited partnership provides otherwise, by the unanimous vote of the partners of the partnership. However, a provision of a limited partnership’s partnership agreement purporting to authorize the limited partnership to approve a merger by a less than unanimous vote of the partners shall be effective to permit approval of a merger by a less than unanimous vote only if either (i) the partnership agreement included that provision at the time each partner who does not vote in favor of the merger became bound by the agreement, or (ii) the provision was added to the partnership agreement through an amendment to which each partner who does not vote in favor of the merger specifically consented.B\n\nA plan of merger may provide for the manner, if any, in which the plan may be amended at any time before the effective date of the certificate of merger issued by the Commission for the merger.C\n\nIf an amendment to a plan of merger is made in accordance with subsection B of this section, and articles of merger already have been filed with the Commission, amended articles of merger shall be filed with the Commission before the effective date of any certificate of merger issued by the Commission for the articles of merger which the amended articles are to supersede.D\n\nUnless the domestic limited partnership’s partnership agreement or the plan of merger provides otherwise, after the merger has been authorized and at any time before the effective date of the certificate of merger issued by the Commission for the merger, the merger may be abandoned by the affirmative vote of all general partners of the domestic limited partnership, subject to any contractual rights, without further action by the limited partners, in accordance with the procedure set forth in the plan or, if none is set forth, in the manner determined by the general partners of each domestic limited partnership party to the merger. If articles of merger already have been filed with the Commission, written notice of abandonment must be filed with the Commission before the effective date of the certificate of merger.","order_by":null,"text":{"0":{"id":278984,"text":"Each domestic limited partnership that is to be a party to a proposed merger shall approve the proposed merger, unless the partnership agreement of that limited partnership provides otherwise, by the unanimous vote of the partners of the partnership. However, a provision of a limited partnership’s partnership agreement purporting to authorize the limited partnership to approve a merger by a less than unanimous vote of the partners shall be effective to permit approval of a merger by a less than unanimous vote only if either (i) the partnership agreement included that provision at the time each partner who does not vote in favor of the merger became bound by the agreement, or (ii) the provision was added to the partnership agreement through an amendment to which each partner who does not vote in favor of the merger specifically consented.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":278985,"text":"A plan of merger may provide for the manner, if any, in which the plan may be amended at any time before the effective date of the certificate of merger issued by the Commission for the merger.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":278986,"text":"If an amendment to a plan of merger is made in accordance with subsection B of this section, and articles of merger already have been filed with the Commission, amended articles of merger shall be filed with the Commission before the effective date of any certificate of merger issued by the Commission for the articles of merger which the amended articles are to supersede.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":278987,"text":"Unless the domestic limited partnership’s partnership agreement or the plan of merger provides otherwise, after the merger has been authorized and at any time before the effective date of the certificate of merger issued by the Commission for the merger, the merger may be abandoned by the affirmative vote of all general partners of the domestic limited partnership, subject to any contractual rights, without further action by the limited partners, in accordance with the procedure set forth in the plan or, if none is set forth, in the manner determined by the general partners of each domestic limited partnership party to the merger. If articles of merger already have been filed with the Commission, written notice of abandonment must be filed with the Commission before the effective date of the certificate of merger.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":16609,"edition_id":1,"name":"Merger","identifier":"7.1","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 04:27:18","date_modified":"2026-06-26 04:27:18","permalink":{"id":234561,"object_type":"structure","relational_id":16609,"identifier":"7.1","token":"50\/2.1\/7.1","url":"\/50\/2.1\/7.1\/","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":83653,"structure_id":16609,"section_number":"50-73.48:1","catch_line":"Merger","url":"\/50-73.48_1\/","token":"50\/2.1\/7.1\/50-73.48_1","metadata":false},{"id":77791,"structure_id":16609,"section_number":"50-73.48:2","catch_line":"Approval of merger by domestic limited partnership","url":"\/50-73.48_2\/","token":"50\/2.1\/7.1\/50-73.48_2","metadata":false},{"id":84928,"structure_id":16609,"section_number":"50-73.48:3","catch_line":"Articles of merger","url":"\/50-73.48_3\/","token":"50\/2.1\/7.1\/50-73.48_3","metadata":false},{"id":72561,"structure_id":16609,"section_number":"50-73.48:4","catch_line":"Effect of merger","url":"\/50-73.48_4\/","token":"50\/2.1\/7.1\/50-73.48_4","metadata":false},{"id":79005,"structure_id":16609,"section_number":"50-73.48:5","catch_line":"Abandonment of merger","url":"\/50-73.48_5\/","token":"50\/2.1\/7.1\/50-73.48_5","metadata":false}],"previous_section":{"id":83653,"structure_id":16609,"section_number":"50-73.48:1","catch_line":"Merger","url":"\/50-73.48_1\/","token":"50\/2.1\/7.1\/50-73.48_1","metadata":false},"next_section":{"id":84928,"structure_id":16609,"section_number":"50-73.48:3","catch_line":"Articles of merger","url":"\/50-73.48_3\/","token":"50\/2.1\/7.1\/50-73.48_3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.48:2\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 575 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 1992 \u201cActs\u201d aren\u2019t available online.<\/p>","references":[{"id":83653,"section_number":"50-73.48:1","catch_line":"Merger","order_by":null,"url":"\/50-73.48_1\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"},{"id":79005,"section_number":"50-73.48:5","catch_line":"Abandonment of merger","order_by":null,"url":"\/50-73.48_5\/"}],"refers_to":false,"permalink":{"id":234567,"object_type":"law","relational_id":77791,"identifier":"50-73.48:2","token":"50\/2.1\/7.1\/50-73.48_2","url":"\/50-73.48_2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.48_2\/","token":"50\/2.1\/7.1\/50-73.48_2","dublin_core":{"Title":"Approval of merger by domestic limited partnership","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.48:2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Each domestic limited partnership<\/span> that is to be a party<\/span> to a proposed merger shall approve the proposed merger, unless the partnership agreement<\/span> of that limited partnership provides otherwise, by the unanimous vote of the partners<\/span> of the partnership. However, a provision of a limited partnership’s partnership agreement<\/span> purporting to authorize the limited partnership to approve a merger by a less than unanimous vote of the partners<\/span> shall be effective to permit approval of a merger by a less than unanimous vote only if either (i) the partnership agreement<\/span> included that provision at the time each partner<\/span> who does not vote in favor of the merger became bound by the agreement, or (ii) the provision was added to the partnership agreement<\/span> through an amendment to which each partner<\/span> who does not vote in favor of the merger specifically consented. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A plan of merger may provide for the manner, if any, in which the plan may be amended at any time before the effective date of the certificate of merger issued by the Commission<\/span> for the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If an amendment to a plan of merger is made in accordance with subsection B of this section, and articles of merger already have been filed with the Commission<\/span>, amended articles of merger shall be filed with the Commission<\/span> before the effective date of any certificate of merger issued by the Commission<\/span> for the articles of merger which the amended articles are to supersede. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Unless the domestic limited partnership<\/span>’s partnership agreement<\/span> or the plan of merger provides otherwise, after the merger has been authorized and at any time before the effective date of the certificate of merger issued by the Commission<\/span> for the merger, the merger may be abandoned by the affirmative vote of all general partners<\/span> of the domestic limited partnership<\/span>, subject to any contractual rights, without further action by the limited partners<\/span>, in accordance with the procedure set forth in the plan or, if none is set forth, in the manner determined by the general partners<\/span> of each domestic limited partnership<\/span> party<\/span> to the merger. If articles of merger already have been filed with the Commission<\/span>, written notice of abandonment must be filed with the Commission<\/span> before the effective date of the certificate of merger. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPROVAL OF MERGER BY DOMESTIC LIMITED PARTNERSHIP (\u00a7 50-73.48:2)\n\nA. Each domestic limited partnership that is to be a party to a proposed merger\nshall approve the proposed merger, unless the partnership agreement of that\nlimited partnership provides otherwise, by the unanimous vote of the partners of\nthe partnership. However, a provision of a limited partnership’s\npartnership agreement purporting to authorize the limited partnership to approve\na merger by a less than unanimous vote of the partners shall be effective to\npermit approval of a merger by a less than unanimous vote only if either (i) the\npartnership agreement included that provision at the time each partner who does\nnot vote in favor of the merger became bound by the agreement, or (ii) the\nprovision was added to the partnership agreement through an amendment to which\neach partner who does not vote in favor of the merger specifically consented.\n\nB. A plan of merger may provide for the manner, if any, in which the plan may be\namended at any time before the effective date of the certificate of merger\nissued by the Commission for the merger.\n\nC. If an amendment to a plan of merger is made in accordance with subsection B\nof this section, and articles of merger already have been filed with the\nCommission, amended articles of merger shall be filed with the Commission before\nthe effective date of any certificate of merger issued by the Commission for the\narticles of merger which the amended articles are to supersede.\n\nD. Unless the domestic limited partnership’s partnership agreement or the\nplan of merger provides otherwise, after the merger has been authorized and at\nany time before the effective date of the certificate of merger issued by the\nCommission for the merger, the merger may be abandoned by the affirmative vote\nof all general partners of the domestic limited partnership, subject to any\ncontractual rights, without further action by the limited partners, in\naccordance with the procedure set forth in the plan or, if none is set forth, in\nthe manner determined by the general partners of each domestic limited\npartnership party to the merger. If articles of merger already have been filed\nwith the Commission, written notice of abandonment must be filed with the\nCommission before the effective date of the certificate of merger.\n\nHISTORY: 1992, c. 575.","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}}