{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.84.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.84.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.84.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.84.html"}],"law_id":82870,"edition_id":1,"section_id":82870,"structure_id":12959,"section_number":"50-73.84","catch_line":"Law governing internal relations","history":"1996, c. 292; 2003, c. 340; 2007, c. 631.","full_text":"A\n\nExcept as provided in subsection B, the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership.B\n\nThe law of this Commonwealth shall govern relations among the partners and between the partners and the partnership, and the liability of partners for debts, obligations and liabilities chargeable to the partnership, in a partnership that has filed a statement of registration as a registered limited liability partnership in this Commonwealth.C\n\nSections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406 and 8.9A-408, do not apply to any interest in a partnership, including all rights, powers, and interests arising under the partnership agreement of a partnership, Chapter 2.1 (§ 50-73.1 et seq.) of this title, or this chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and is expressly intended to permit the enforcement as a fundamental matter of contract among the partners of a partnership of any provision of a partnership agreement that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code.","order_by":null,"text":{"0":{"id":297037,"text":"Except as provided in subsection B, the law of the jurisdiction in which a partnership has its principal office governs relations among the partners and between the partners and the partnership.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":297038,"text":"The law of this Commonwealth shall govern relations among the partners and between the partners and the partnership, and the liability of partners for debts, obligations and liabilities chargeable to the partnership, in a partnership that has filed a statement of registration as a registered limited liability partnership in this Commonwealth.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":297039,"text":"Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406 and 8.9A-408, do not apply to any interest in a partnership, including all rights, powers, and interests arising under the partnership agreement of a partnership, Chapter 2.1 (§ 50-73.1 et seq.) of this title, or this chapter. This provision prevails over §§ 8.9A-406 and 8.9A-408, and is expressly intended to permit the enforcement as a fundamental matter of contract among the partners of a partnership of any provision of a partnership agreement that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":12959,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234693,"object_type":"structure","relational_id":12959,"identifier":"1","token":"50\/2.2\/1","url":"\/50\/2.2\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","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":76467,"structure_id":12959,"section_number":"50-73.79","catch_line":"Definitions","url":"\/50-73.79\/","token":"50\/2.2\/1\/50-73.79","metadata":false},{"id":73483,"structure_id":12959,"section_number":"50-73.80","catch_line":"Knowledge and notice","url":"\/50-73.80\/","token":"50\/2.2\/1\/50-73.80","metadata":false},{"id":68353,"structure_id":12959,"section_number":"50-73.81","catch_line":"Effect of partnership agreement; nonwaivable provisions","url":"\/50-73.81\/","token":"50\/2.2\/1\/50-73.81","metadata":false},{"id":58076,"structure_id":12959,"section_number":"50-73.82","catch_line":"Supplemental principles of law","url":"\/50-73.82\/","token":"50\/2.2\/1\/50-73.82","metadata":false},{"id":54051,"structure_id":12959,"section_number":"50-73.83","catch_line":"Execution, filing, and recording of statements; effective time and date; refunds; penalty","url":"\/50-73.83\/","token":"50\/2.2\/1\/50-73.83","metadata":false},{"id":82870,"structure_id":12959,"section_number":"50-73.84","catch_line":"Law governing internal relations","url":"\/50-73.84\/","token":"50\/2.2\/1\/50-73.84","metadata":false},{"id":72050,"structure_id":12959,"section_number":"50-73.85","catch_line":"Transactions between partner and partnership","url":"\/50-73.85\/","token":"50\/2.2\/1\/50-73.85","metadata":false},{"id":69746,"structure_id":12959,"section_number":"50-73.86","catch_line":"Partnership subject to amendment or repeal of chapter","url":"\/50-73.86\/","token":"50\/2.2\/1\/50-73.86","metadata":false}],"previous_section":{"id":54051,"structure_id":12959,"section_number":"50-73.83","catch_line":"Execution, filing, and recording of statements; effective time and date; refunds; penalty","url":"\/50-73.83\/","token":"50\/2.2\/1\/50-73.83","metadata":false},"next_section":{"id":72050,"structure_id":12959,"section_number":"50-73.85","catch_line":"Transactions between partner and partnership","url":"\/50-73.85\/","token":"50\/2.2\/1\/50-73.85","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.84\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/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 2 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 2003, chapter 340<\/a>; in 2007, chapter 631<\/a>.<\/p>","references":[{"id":68353,"section_number":"50-73.81","catch_line":"Effect of partnership agreement; nonwaivable provisions","order_by":null,"url":"\/50-73.81\/"}],"refers_to":[{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":78910,"section_number":"8.9A-406","catch_line":"Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective","order_by":null,"url":"\/8.9A-406\/"},{"id":86931,"section_number":"8.9A-408","catch_line":"Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective","order_by":null,"url":"\/8.9A-408\/"}],"permalink":{"id":234715,"object_type":"law","relational_id":82870,"identifier":"50-73.84","token":"50\/2.2\/1\/50-73.84","url":"\/50-73.84\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.84\/","token":"50\/2.2\/1\/50-73.84","dublin_core":{"Title":"Law governing internal relations","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.84","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as provided in subsection B, the law<\/span> of the jurisdiction<\/span> in which a partnership<\/span> has its principal office<\/span> governs relations among the partners and between the partners and the partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The law<\/span> of this Commonwealth shall govern relations among the partners and between the partners and the partnership, and the liability of partners for debts, obligations and liabilities chargeable to the partnership, in a partnership that has filed a statement<\/span> of registration as a registered limited liability partnership<\/span> in this Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Sections 9-406 and 9-408 of the Uniform Commercial Code, including §§ 8.9A-406<\/a> and 8.9A-408<\/a>, do not apply to any interest in a partnership, including all rights, powers, and interests arising under the partnership agreement<\/span> of a partnership, Chapter 2.1 (§ 50-73.1<\/a> et seq.) of this title, or this chapter. This provision prevails over §§ 8.9A-406<\/a> and 8.9A-408<\/a>, and is expressly intended to permit the enforcement as a fundamental matter of contract<\/span> among the partners of a partnership of any provision of a partnership agreement<\/span> that would otherwise be ineffective under § 9-406 or § 9-408 of the Uniform Commercial Code. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLAW GOVERNING INTERNAL RELATIONS (\u00a7 50-73.84)\n\nA. Except as provided in subsection B, the law of the jurisdiction in which a\npartnership has its principal office governs relations among the partners and\nbetween the partners and the partnership.\n\nB. The law of this Commonwealth shall govern relations among the partners and\nbetween the partners and the partnership, and the liability of partners for\ndebts, obligations and liabilities chargeable to the partnership, in a\npartnership that has filed a statement of registration as a registered limited\nliability partnership in this Commonwealth.\n\nC. Sections 9-406 and 9-408 of the Uniform Commercial Code, including\n§§ 8.9A-406 and 8.9A-408, do not apply to any interest in a\npartnership, including all rights, powers, and interests arising under the\npartnership agreement of a partnership, Chapter 2.1 (§ 50-73.1 et seq.) of\nthis title, or this chapter. This provision prevails over §§ 8.9A-406\nand 8.9A-408, and is expressly intended to permit the enforcement as a\nfundamental matter of contract among the partners of a partnership of any\nprovision of a partnership agreement that would otherwise be ineffective under\n§ 9-406 or § 9-408 of the Uniform Commercial Code.\n\nHISTORY: 1996, c. 292; 2003, c. 340; 2007, c. 631.","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}}