{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.49.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.49.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.49.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.49.html"}],"law_id":54868,"edition_id":1,"section_id":54868,"structure_id":13848,"section_number":"50-73.49","catch_line":"Dissolution generally","history":"1985, c. 607; 1987, c. 702; 1996, c. 255; 2007, c. 631; 2008, cc. 586, 588, 770; 2009, c. 167; 2015, c. 614.","full_text":"A limited partnership formed under this chapter or that has filed an amended and restated certificate of limited partnership in compliance with subsection D of \u00a7 50-73.77 is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:\n\n1\n\nAt the time or upon the occurrence of any events specified in the certificate of limited partnership or in writing in the partnership agreement;2\n\nUpon the unanimous written consent of the partners;3\n\nUpon an event of withdrawal of a general partner unless:\n\t\t\ta. At the time there is at least one other general partner, in which event, unless otherwise provided in the written provisions of the partnership agreement or agreed upon by all remaining partners, the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal; or\n\t\t\tb. Within 90 days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, in which event the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal;4\n\nEntry of a decree of judicial dissolution under § 50-73.50;5\n\nAutomatic cancellation of its existence pursuant to § 50-73.52:5; or6\n\nInvoluntary cancellation of its existence pursuant to § 50-73.52:6.","order_by":null,"text":{"0":{"id":201292,"text":"A limited partnership formed under this chapter or that has filed an amended and restated certificate of limited partnership in compliance with subsection D of \u00a7 50-73.77 is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":201293,"text":"At the time or upon the occurrence of any events specified in the certificate of limited partnership or in writing in the partnership agreement;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":201294,"text":"Upon the unanimous written consent of the partners;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":201295,"text":"Upon an event of withdrawal of a general partner unless:\n\t\t\ta. At the time there is at least one other general partner, in which event, unless otherwise provided in the written provisions of the partnership agreement or agreed upon by all remaining partners, the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal; or\n\t\t\tb. Within 90 days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired, in which event the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":201296,"text":"Entry of a decree of judicial dissolution under § 50-73.50;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":201297,"text":"Automatic cancellation of its existence pursuant to § 50-73.52:5; or","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":201298,"text":"Involuntary cancellation of its existence pursuant to § 50-73.52:6.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"ancestry":[{"id":13848,"edition_id":1,"name":"Dissolution","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 03:46:04","date_modified":"2026-06-26 03:46:04","permalink":{"id":234583,"object_type":"structure","relational_id":13848,"identifier":"8","token":"50\/2.1\/8","url":"\/50\/2.1\/8\/","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":54868,"structure_id":13848,"section_number":"50-73.49","catch_line":"Dissolution generally","url":"\/50-73.49\/","token":"50\/2.1\/8\/50-73.49","metadata":false},{"id":68061,"structure_id":13848,"section_number":"50-73.50","catch_line":"Judicial dissolution","url":"\/50-73.50\/","token":"50\/2.1\/8\/50-73.50","metadata":false},{"id":75807,"structure_id":13848,"section_number":"50-73.51","catch_line":"Winding up","url":"\/50-73.51\/","token":"50\/2.1\/8\/50-73.51","metadata":false},{"id":76173,"structure_id":13848,"section_number":"50-73.52","catch_line":"Distribution of assets","url":"\/50-73.52\/","token":"50\/2.1\/8\/50-73.52","metadata":false},{"id":87133,"structure_id":13848,"section_number":"50-73.52:1","catch_line":"Known claims against dissolved limited partnership","url":"\/50-73.52_1\/","token":"50\/2.1\/8\/50-73.52_1","metadata":false},{"id":60611,"structure_id":13848,"section_number":"50-73.52:2","catch_line":"Other claims against dissolved limited partnership","url":"\/50-73.52_2\/","token":"50\/2.1\/8\/50-73.52_2","metadata":false},{"id":67316,"structure_id":13848,"section_number":"50-73.52:3","catch_line":"Court proceedings","url":"\/50-73.52_3\/","token":"50\/2.1\/8\/50-73.52_3","metadata":false},{"id":81501,"structure_id":13848,"section_number":"50-73.52:4","catch_line":"Certificate of cancellation","url":"\/50-73.52_4\/","token":"50\/2.1\/8\/50-73.52_4","metadata":false},{"id":81655,"structure_id":13848,"section_number":"50-73.52:5","catch_line":"Automatic cancellation of limited partnership existence","url":"\/50-73.52_5\/","token":"50\/2.1\/8\/50-73.52_5","metadata":false},{"id":56868,"structure_id":13848,"section_number":"50-73.52:6","catch_line":"Involuntary cancellation of limited partnership existence","url":"\/50-73.52_6\/","token":"50\/2.1\/8\/50-73.52_6","metadata":false},{"id":71264,"structure_id":13848,"section_number":"50-73.52:7","catch_line":"Reinstatement of a limited partnership that has ceased to exist","url":"\/50-73.52_7\/","token":"50\/2.1\/8\/50-73.52_7","metadata":false}],"next_section":{"id":68061,"structure_id":13848,"section_number":"50-73.50","catch_line":"Judicial dissolution","url":"\/50-73.50\/","token":"50\/2.1\/8\/50-73.50","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.49\/","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 6 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 1996, chapter 255<\/a>; in 2007, chapter 631<\/a>; in 2008, chapters 586<\/a>, 588<\/a>, and 770<\/a>; in 2009, chapter 167<\/a>; in 2015, chapter 614<\/a>.<\/p>","references":[{"id":60036,"section_number":"50-73.12","catch_line":"Amendment of certificate","order_by":null,"url":"\/50-73.12\/"},{"id":59951,"section_number":"50-73.15","catch_line":"Execution of documents; penalty","order_by":null,"url":"\/50-73.15\/"},{"id":58960,"section_number":"50-73.69","catch_line":"Penalty for failure to timely pay annual registration fee","order_by":null,"url":"\/50-73.69\/"}],"refers_to":[{"id":68061,"section_number":"50-73.50","catch_line":"Judicial dissolution","order_by":null,"url":"\/50-73.50\/"},{"id":81655,"section_number":"50-73.52:5","catch_line":"Automatic cancellation of limited partnership existence","order_by":null,"url":"\/50-73.52_5\/"},{"id":56868,"section_number":"50-73.52:6","catch_line":"Involuntary cancellation of limited partnership existence","order_by":null,"url":"\/50-73.52_6\/"},{"id":79428,"section_number":"50-73.77","catch_line":"Transition and savings provisions","order_by":null,"url":"\/50-73.77\/"}],"permalink":{"id":234585,"object_type":"law","relational_id":54868,"identifier":"50-73.49","token":"50\/2.1\/8\/50-73.49","url":"\/50-73.49\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.49\/","token":"50\/2.1\/8\/50-73.49","dublin_core":{"Title":"Dissolution generally","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.49","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A limited partnership formed under this chapter or that has filed an amended and restated certificate of limited partnership<\/span> in compliance with subsection D of \u00a7 50-73.77<\/a> is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> At the time or upon the occurrence of any events specified in the certificate of limited partnership<\/span> or in writing in the partnership agreement<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Upon the unanimous written consent of the partners<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Upon an event of withdrawal of a general partner<\/span> unless:\n\t\t\ta. At the time there is at least one other general partner, in which event, unless otherwise provided in the written provisions of the partnership agreement<\/span> or agreed upon by all remaining partners, the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal; or\n\t\t\tb. Within 90 days after the withdrawal, all remaining partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners<\/span> if necessary or desired, in which event the limited partnership is not dissolved and is not required to be wound up by reason of the event of withdrawal; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Entry of a decree<\/span> of judicial dissolution under § 50-73.50<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Automatic cancellation of its existence pursuant to § 50-73.52:5<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Involuntary cancellation of its existence pursuant to § 50-73.52:6<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDISSOLUTION GENERALLY (\u00a7 50-73.49)\n\nA limited partnership formed under this chapter or that has filed an amended and\nrestated certificate of limited partnership in compliance with subsection D of\n\u00a7 50-73.77 is dissolved and its affairs shall be wound up upon the happening of\nthe first to occur of the following events:\n\n1. At the time or upon the occurrence of any events specified in the certificate\nof limited partnership or in writing in the partnership agreement;\n\n2. Upon the unanimous written consent of the partners;\n\n3. Upon an event of withdrawal of a general partner unless:\n\t\t\ta. At the time there is at least one other general partner, in which event,\nunless otherwise provided in the written provisions of the partnership agreement\nor agreed upon by all remaining partners, the limited partnership is not\ndissolved and is not required to be wound up by reason of the event of\nwithdrawal; or\n\t\t\tb. Within 90 days after the withdrawal, all remaining partners agree in\nwriting to continue the business of the limited partnership and to the\nappointment of one or more additional general partners if necessary or desired,\nin which event the limited partnership is not dissolved and is not required to\nbe wound up by reason of the event of withdrawal;\n\n4. Entry of a decree of judicial dissolution under § 50-73.50;\n\n5. Automatic cancellation of its existence pursuant to § 50-73.52:5; or\n\n6. Involuntary cancellation of its existence pursuant to § 50-73.52:6.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1996, c. 255; 2007, c. 631; 2008, cc. 586,\n588, 770; 2009, c. 167; 2015, c. 614.","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}}