                                 CODE OF VIRGINIA

EFFECT OF CONVERSION; ENTITY UNCHANGED (§ 50-73.11:4)

A. A general partnership that has been converted to a limited partnership
pursuant to &#xA7; 50-73.11:3, former &#xA7; 50-73.11:1, or former &#xA7;
50-73.125 shall be deemed for all purposes the same entity that existed before
the conversion.

B. When such conversion takes effect:

   1. The title to real estate and other property owned by the converting general
   partnership remains vested in the converted limited partnership;

   2. All obligations of the converting general partnership continue as
   obligations of the converted limited partnership; and

   3. An action or proceeding pending against the converting general partnership
   may be continued as if the conversion had not occurred.

C. A general partner who becomes a limited partner as a result of the conversion
remains liable as a general partner for an obligation incurred by the general
partnership before the conversion takes effect. If the other party to a
transaction with the limited partnership reasonably believes when entering the
transaction that the limited partner is a general partner, the limited partner
is liable for an obligation incurred by the limited partnership within 90 days
after the conversion takes effect. The limited partner&#8217;s liability for all
other obligations of the limited partnership incurred after the conversion takes
effect is that of a limited partner as provided in this chapter.

D. If the converting general partnership is formed under the laws of the
Commonwealth and is registered with the Commission as a registered limited
liability partnership at the time of conversion, the registration as a
registered limited liability partnership shall continue as to the converted
limited partnership upon the effective date and time of the conversion.

HISTORY: 2007, c. 631.