{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.51.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.51.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.51.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.51.html"}],"law_id":75807,"edition_id":1,"section_id":75807,"structure_id":13848,"section_number":"50-73.51","catch_line":"Winding up","history":"1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 188; 2008, c. 586.","full_text":"A\n\nThe winding up of a limited partnership shall be completed when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners.B\n\nExcept as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person or persons approved by the limited partners, or if there is more than one class of limited partners, then as approved by each such class, by the affirmative vote of limited partners holding more than 50 percent of the then current interests in the profits of the limited partnership owned by all limited partners or by the limited partners in each class, as appropriate, may wind up the limited partnership’s affairs; however, the circuit court of the locality in which the registered office is located, on cause shown, may wind up the limited partnership’s affairs on application of any partner, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.C\n\nUpon dissolution of a limited partnership and until the effective date of a certificate of cancellation filed pursuant to § 50-73.52:4, the liquidating trustees, in the name and on behalf of the limited partnership, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited partnership’s business, (iii) dispose of and convey the limited partnership’s property, (iv) discharge or make reasonable provision for the limited partnership’s liabilities, and (v) distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.","order_by":null,"text":{"0":{"id":272211,"text":"The winding up of a limited partnership shall be completed when all debts, liabilities, and obligations of the limited partnership have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the limited partnership have been distributed to the partners.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":272212,"text":"Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, or a person or persons approved by the limited partners, or if there is more than one class of limited partners, then as approved by each such class, by the affirmative vote of limited partners holding more than 50 percent of the then current interests in the profits of the limited partnership owned by all limited partners or by the limited partners in each class, as appropriate, may wind up the limited partnership’s affairs; however, the circuit court of the locality in which the registered office is located, on cause shown, may wind up the limited partnership’s affairs on application of any partner, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":272213,"text":"Upon dissolution of a limited partnership and until the effective date of a certificate of cancellation filed pursuant to § 50-73.52:4, the liquidating trustees, in the name and on behalf of the limited partnership, may (i) prosecute and defend suits, whether civil, criminal or administrative, (ii) wind up the limited partnership’s business, (iii) dispose of and convey the limited partnership’s property, (iv) discharge or make reasonable provision for the limited partnership’s liabilities, and (v) distribute to the partners any remaining assets of the limited partnership, all without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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}],"previous_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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.51\/","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 4 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 188<\/a>; in 2008, chapter 586<\/a>.<\/p>","references":[{"id":65518,"section_number":"50-73.24","catch_line":"Liability to third parties","order_by":null,"url":"\/50-73.24\/"},{"id":81501,"section_number":"50-73.52:4","catch_line":"Certificate of cancellation","order_by":null,"url":"\/50-73.52_4\/"}],"refers_to":[{"id":81501,"section_number":"50-73.52:4","catch_line":"Certificate of cancellation","order_by":null,"url":"\/50-73.52_4\/"}],"permalink":{"id":234593,"object_type":"law","relational_id":75807,"identifier":"50-73.51","token":"50\/2.1\/8\/50-73.51","url":"\/50-73.51\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.51\/","token":"50\/2.1\/8\/50-73.51","dublin_core":{"Title":"Winding up","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.51","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The winding up of a limited partnership<\/span> shall be completed when all debts, liabilities, and obligations of the limited partnership<\/span> have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets<\/span> of the limited partnership<\/span> have been distributed to the partners<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Except as provided in the partnership agreement<\/span>, the general partners<\/span> who have not wrongfully dissolved a limited partnership<\/span> or, if none, the limited partners<\/span>, or a person<\/span> or persons<\/span> approved by the limited partners<\/span>, or if there is more than one class of limited partners<\/span>, then as approved by each such class, by the affirmative vote of limited partners<\/span> holding more than 50 percent of the then current interests in the profits of the limited partnership<\/span> owned by all limited partners<\/span> or by the limited partners<\/span> in each class, as appropriate, may wind up the limited partnership<\/span>’s affairs; however, the circuit<\/span> court<\/span> of the locality in which the registered office is located, on cause shown, may wind up the limited partnership<\/span>’s affairs on application of any partner<\/span>, his legal representative, or assignee, and in connection therewith, may appoint one or more liquidating trustees<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon dissolution of a limited partnership<\/span> and until the effective date of a certificate of cancellation filed pursuant to § 50-73.52:4<\/a>, the liquidating trustees<\/span>, in the name and on behalf of the limited partnership<\/span>, may (i) prosecute<\/span> and defend suits, whether civil, criminal or administrative, (ii) wind up the limited partnership<\/span>’s business, (iii) dispose of and convey the limited partnership<\/span>’s property, (iv) discharge or make reasonable provision for the limited partnership<\/span>’s liabilities, and (v) distribute to the partners any remaining assets<\/span> of the limited partnership<\/span>, all without affecting the liability of limited partners<\/span> and without imposing the liability of a general partner<\/span> on a liquidating trustee<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nWINDING UP (\u00a7 50-73.51)\n\nA. The winding up of a limited partnership shall be completed when all debts,\nliabilities, and obligations of the limited partnership have been paid and\ndischarged or reasonably adequate provision therefor has been made, and all of\nthe remaining property and assets of the limited partnership have been\ndistributed to the partners.\n\nB. Except as provided in the partnership agreement, the general partners who\nhave not wrongfully dissolved a limited partnership or, if none, the limited\npartners, or a person or persons approved by the limited partners, or if there\nis more than one class of limited partners, then as approved by each such class,\nby the affirmative vote of limited partners holding more than 50 percent of the\nthen current interests in the profits of the limited partnership owned by all\nlimited partners or by the limited partners in each class, as appropriate, may\nwind up the limited partnership’s affairs; however, the circuit court of\nthe locality in which the registered office is located, on cause shown, may wind\nup the limited partnership’s affairs on application of any partner, his\nlegal representative, or assignee, and in connection therewith, may appoint one\nor more liquidating trustees.\n\nC. Upon dissolution of a limited partnership and until the effective date of a\ncertificate of cancellation filed pursuant to § 50-73.52:4, the liquidating\ntrustees, in the name and on behalf of the limited partnership, may (i)\nprosecute and defend suits, whether civil, criminal or administrative, (ii) wind\nup the limited partnership’s business, (iii) dispose of and convey the\nlimited partnership’s property, (iv) discharge or make reasonable\nprovision for the limited partnership’s liabilities, and (v) distribute to\nthe partners any remaining assets of the limited partnership, all without\naffecting the liability of limited partners and without imposing the liability\nof a general partner on a liquidating trustee.\n\nHISTORY: 1985, c. 607; 1987, c. 702; 1990, c. 343; 1997, c. 188; 2008, c. 586.","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}}