{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.52_5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.52_5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.52_5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.52_5.html"}],"law_id":81655,"edition_id":1,"section_id":81655,"structure_id":13848,"section_number":"50-73.52:5","catch_line":"Automatic cancellation of limited partnership existence","history":"2008, c. 586; 2013, c. 18.","full_text":"A\n\nWhether or not the notice described in subsection B of § 50-73.69 is mailed, if any limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.B\n\nIf any limited partnership whose registered agent has filed with the Commission a statement of resignation pursuant to § 50-73.6 fails to file a statement of change pursuant to § 50-73.5 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited partnership of impending cancellation of its existence. If the limited partnership fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited partnership shall be automatically canceled as of that day.C\n\nThe properties and affairs of a limited partnership whose existence has been canceled pursuant to this section shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.D\n\nNo partner or other agent of a limited partnership shall have any personal obligation for any liabilities of the limited partnership, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the limited partnership’s existence pursuant to this section.","order_by":null,"text":{"0":{"id":292454,"text":"Whether or not the notice described in subsection B of § 50-73.69 is mailed, if any limited partnership fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":292455,"text":"If any limited partnership whose registered agent has filed with the Commission a statement of resignation pursuant to § 50-73.6 fails to file a statement of change pursuant to § 50-73.5 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the limited partnership of impending cancellation of its existence. If the limited partnership fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited partnership shall be automatically canceled as of that day.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":292456,"text":"The properties and affairs of a limited partnership whose existence has been canceled pursuant to this section shall pass automatically to its general partners as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the limited partnership; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets, either in cash or in kind, among its partners according to their respective rights and interests.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":292457,"text":"No partner or other agent of a limited partnership shall have any personal obligation for any liabilities of the limited partnership, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the limited partnership’s existence pursuant to this section.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.52:5\/","history_text":"

This law was first created in 2008. The record of its establishment is cataloged in chapter 586<\/a> 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. 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 2013, chapter 18<\/a>.<\/p>","references":[{"id":54868,"section_number":"50-73.49","catch_line":"Dissolution generally","order_by":null,"url":"\/50-73.49\/"}],"refers_to":[{"id":69732,"section_number":"50-73.5","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/50-73.5\/"},{"id":69046,"section_number":"50-73.6","catch_line":"Resignation of registered agent","order_by":null,"url":"\/50-73.6\/"},{"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\/"}],"permalink":{"id":234617,"object_type":"law","relational_id":81655,"identifier":"50-73.52:5","token":"50\/2.1\/8\/50-73.52_5","url":"\/50-73.52_5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.52_5\/","token":"50\/2.1\/8\/50-73.52_5","dublin_core":{"Title":"Automatic cancellation of limited partnership existence","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.52:5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whether or not the notice described in subsection B of § 50-73.69<\/a> is mailed, if any limited partnership<\/span> fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If any limited partnership<\/span> whose registered agent has filed with the Commission<\/span> a statement of resignation pursuant to § 50-73.6<\/a> fails to file a statement of change pursuant to § 50-73.5<\/a> within 31 days after the date on which the statement of resignation was filed, the Commission<\/span> shall mail notice to the limited partnership<\/span> of impending cancellation of its existence. If the limited partnership<\/span> fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the limited partnership<\/span> shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The properties and affairs of a limited partnership<\/span> whose existence has been canceled pursuant to this section shall pass automatically to its general partners<\/span> as trustees in liquidation<\/span>. The trustees shall then proceed to (i) collect the assets<\/span> of the limited partnership<\/span>; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its partners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the trustees shall distribute the remainder of its assets<\/span>, either in cash or in kind, among its partners according to their respective rights and interests. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No partner<\/span> or other agent of a limited partnership<\/span> shall have any personal obligation for any liabilities of the limited partnership<\/span>, whether such liabilities arise in contract<\/span>, tort<\/span>, or otherwise, solely by reason of the cancellation of the limited partnership<\/span>’s existence pursuant to this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTOMATIC CANCELLATION OF LIMITED PARTNERSHIP EXISTENCE (\u00a7 50-73.52:5)\n\nA. Whether or not the notice described in subsection B of § 50-73.69 is\nmailed, if any limited partnership fails to pay its annual registration fee on\nor before December 31 of the year assessed, its existence shall be automatically\ncanceled as of that day.\n\nB. If any limited partnership whose registered agent has filed with the\nCommission a statement of resignation pursuant to § 50-73.6 fails to file a\nstatement of change pursuant to § 50-73.5 within 31 days after the date on\nwhich the statement of resignation was filed, the Commission shall mail notice\nto the limited partnership of impending cancellation of its existence. If the\nlimited partnership fails to file the statement of change on or before the last\nday of the second month immediately following the month in which the impending\ncancellation notice was mailed, the existence of the limited partnership shall\nbe automatically canceled as of that day.\n\nC. The properties and affairs of a limited partnership whose existence has been\ncanceled pursuant to this section shall pass automatically to its general\npartners as trustees in liquidation. The trustees shall then proceed to (i)\ncollect the assets of the limited partnership; (ii) sell, convey, and dispose of\nsuch of its properties as are not to be distributed in kind to its partners;\n(iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do\nall other acts required to liquidate its business and affairs. After paying or\nadequately providing for the payment of all its obligations, the trustees shall\ndistribute the remainder of its assets, either in cash or in kind, among its\npartners according to their respective rights and interests.\n\nD. No partner or other agent of a limited partnership shall have any personal\nobligation for any liabilities of the limited partnership, whether such\nliabilities arise in contract, tort, or otherwise, solely by reason of the\ncancellation of the limited partnership’s existence pursuant to this\nsection.\n\nHISTORY: 2008, c. 586; 2013, c. 18.","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}}